SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under Securities Exchange Act of 1934

(Amendment No.     )* 

NEW FRONTIER HEALTH CORPORATION

(Name of Issuer)

Ordinary Shares, par value US$0.0001 per share

(Title of Class of Securities)

G6461G 106

(CUSIP Number)

Liu Yongying

Fosun Industrial Co., Limited

Level 54

Hopewell Centre 

183 Queen's Road East

Hong Kong, China

(86)(21) 3398 7000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 18, 2019

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G6461G 106					13D
1	Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Fosun Industrial Co., Limited
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	þ
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o
6	Citizenship or Place of Organization Hong Kong
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 9,400,000 (1)
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 9,400,000 (1)
11	Aggregate Amount Beneficially Owned by Each Reporting Person 9,400,000 (1)
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o
13	Percent of Class Represented by Amount in Row (11) 7.2%
14	Type of Reporting Person CO

(1) Does not include shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

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CUSIP No. G6461G 106					13D
1	Name of Reporting Person I.R.S. Identification No. of Above Persons (Entities Only) Shanghai Fosun Pharmaceutical (Group) Co., Ltd.
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	þ
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o
6	Citizenship or Place of Organization People’s Republic of China
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 9,400,000 (1)
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 9,400,000 (1)
11	Aggregate Amount Beneficially Owned by Each Reporting Person 9,400,000 (1)
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o
13	Percent of Class Represented by Amount in Row (11) 7.2%
14	Type of Reporting Person CO

(1) Does not include shares that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5.

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Item 1. Security and Issuer.

This statement of beneficial ownership on Schedule 13D (this “Statement”) relates to the ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”) of New Frontier Health Corporation (the “Issuer”). The Issuer’s principal executive office is located at 23rd Floor, 299 QRC, 287-299 Queen’s Road Central, Hong Kong.

Item 2. Identity and Background.

This Statement is being filed jointly by (i) Fosun Industrial Co., Limited, (“Fosun Industrial”) and (ii) Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (Fosun Pharma”). Fosun Industrial and Fosun Pharma are each referred to herein as a “Reporting Person” and are collectively referred to herein as the “Reporting Persons”). The agreement between the Reporting Persons relating to the joint filing of this Statement is attached hereto as Exhibit 99.1.

Fosun Industrial is a company incorporated under the laws of Hong Kong. Fosun Industrial is principally engaged in foreign investment, sale and consultancy service of Chinese and western medicine, diagnostic reagent, medical device products and relevant import and export business. The address of its principal business office is Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong.

Fosun Industrial is a wholly owned subsidiary of Fosun Pharma. Fosun Pharma is a corporation organized under the laws of People’s Republic of China and listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange with its principal business address at No. 1289 Yishan Road (Building A, Fosun Technology Park), Shanghai 200233, People’s Republic of China. Fosun Pharma’s business covers all key sectors of healthcare industry chain, including pharmaceutical manufacturing and R&D, healthcare services, medical devices and medical diagnosis, as well as pharmaceutical distribution and retail, with pharmaceutical manufacturing and R&D as the core, and healthcare services as the development focus. Fosun Pharma is a subsidiary of, and is beneficially held approximately 38.1% by, Shanghai Fosun High Technology (Group) Co. Ltd. (“Fosun High Technology”).

Fosun High Technology, a wholly-owned subsidiary of Fosun International Limited (“Fosun International”), performs its parent company’s business operation (as mentioned above) in Mainland China.

Fosun International is a technology-driven consumer group which operates three business lines in Health, Happiness and Wealth, and is principally engaged in creating world-class products and services for families around the world. Fosun International is a Hong Kong company, the ordinary shares of which are listed on the main board of The Stock Exchange of Hong Kong Limited. Fosun International is a subsidiary of, and is beneficially held approximately 70.8% by Fosun Holdings Limited (“Fosun Holdings”).

Fosun Holdings is an investment holding company. Fosun Holdings is a wholly-owned subsidiary of Fosun International Holdings Ltd. (“Fosun International Holdings”).

Fosun International Holdings is an investment holding company. Fosun International Holdings is beneficially held approximately 85.29% by Guo Guangchang and 14.71% by Wang Qunbin. Guo Guangchang controls Fosun International Holdings and could therefore be deemed the beneficial owner of the Ordinary Shares held by Fosun Industrial.

During the last five years, neither the Reporting Persons nor, to the Reporting Persons’ knowledge, (a) any executive officer or director of the Reporting Persons; (b) any person controlling the Reporting Persons; or (c) any executive officer or director of any corporation or other person ultimately in control of the Reporting Persons (the persons described in clauses (a), (b) and (c) are collectively referred to herein as the “Covered Persons”) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

For information required by Instruction C to Schedule 13D with respect the Covered persons, reference is made to Exhibit 99.2 hereto, which is incorporated herein by reference.

Item 3. Source and Amount of Funds or Other Consideration.

On 30 July 2019, Fosun Industrial entered into a Transaction Agreement with the Issuer, NF Unicorn Acquisition L.P. (together with the Issuer, the “Buyers”), Healthy Harmony Holdings, L.P., Healthy Harmony GP, Inc., and other sellers named therein (“Other Sellers”), pursuant to which Fosun Industrial and Other Sellers agreed to sell 10 shares of Healthy Harmony GP, Inc. (the “GP Shares”) and 24,297,021 limited partnership interests in Healthy Harmony Holdings, L.P. (the “LP Interests”) to the Buyers at the price of US$50.4928 for each of Partnership Interests and each of GP Shares, respectively, of which Fosun Industrial agreed to sell 10,360,842 LP Interests (the “Sale Partnership Interests”) and 4.32 GP Shares (the “Sale Shares”) held by it to the Buyers at the price of US$50.4928 per Sale Partnership Interest and per Sale Share (the “Transaction”).

On 30 July 2019, Fosun Industrial and the Issuer entered into a Rollover Agreement, a copy of which is filed hereto as Exhibit 99.3 (the “Rollover Agreement”). Pursuant to the Rollover Agreement, Fosun Industrial agreed to subscribe for 9,400,000 Ordinary Shares (the “Subscription Shares”) to be issued by the Issuer, for the total consideration of US$94 million. In addition, Fosun Industrial agreed that the Issuer would deduct the consideration for the Subscription Shares from the aggregate consideration for the acquisition of Sale Partnership Interests and Sale Shares.

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The closing of the Transaction (the “Closing”) occurred on December 18, 2019. Pursuant to the Rollover Agreement, the purchase price for the Subscription Shares was deducted from the aggregate consideration for the acquisition of Sale Partnership Interests and Sale Shares.

Pursuant to the Rollover Agreement, the Issuer agreed not to adopt or maintain any shareholder rights plan, rights agreement or any “poison pill”, or take any other similar action that is reasonably expected to discourage, restrict or inhibit Industrial or any of its affiliates from acquiring or transferring Ordinary Shares, in each case, without the prior written consent of Fosun Industrial and unanimous approval of the Board.

References to and descriptions of the Transaction Agreement and the Rollover Agreement herein are qualified in their entirety by reference to the Transaction Agreement and the Rollover Agreement filed as Exhibits 99.3 and 99.4, respectively, to this Statement and incorporated herein by reference.

Item 4. Purpose of Transaction.

The information in Item 3 is incorporated herein by reference.

Fosun Director Nomination Agreement

On December 18, 2019, Fosun Industrial entered into a Director Nomination Agreement (the “Fosun Director Nomination Agreement”) with the Issuer and New Frontier Public Holding Ltd. (the “Sponsor”), pursuant to which Fosun Industrial has a right to nominate for election Mr. Qiyu Chen to the Issuer’s board of directors (the “Board”) as a director and co-chairman at the Closing. As announced by the Issuer on December 19, 2019, Mr. Qiyu Chen was appointed to the Board as a director and Co-Chairman at the Closing.

In addition, under the Fosun Director Nomination Agreement, after the Closing, Fosun Industrial will be entitled to nominate (i) three nominees (including one nominee for independent director) to the Board for so long as it beneficially owns at least 22.5% of the total number of the Ordinary Shares then issued and outstanding, (ii) two nominees to the Board for so long as it beneficially owns at least 10.8%, but less than 22.5% of the total number of the Ordinary Shares then issued and outstanding, or (iii) one nominee to the Board for so long as it beneficially owns at least 3.33%, but less than 10.8% of the total number of the Ordinary Shares then issued and outstanding; provided that, in each case of  (i) to (iii), if Mr. Qiyu Chen is nominated by Fosun Industrial to the Board, then Mr. Qiyu Chen shall serve as a co-chairman of the Board.

Further, pursuant to the Fosun Director Nomination Agreement, for so long as Fosun Industrial beneficially owns at least 3.33% of the total number of the Ordinary Shares then issued and outstanding, the Sponsor shall vote all of the Ordinary Shares owned or controlled by it or over which it has voting power or otherwise has the right to direct the voting, to elect each and every director nominee of Fosun Industrial as a director to the Board and shall not initiate, solicit or support any proxy process or contest to voting against, remove or replace any such nominee or take similar action, and for so long as the Sponsor beneficially owns at least 3.33% of the total number of Ordinary Shares then issued and outstanding, Fosun Industrial shall vote all of the Ordinary Shares owned or controlled by it or over which it has voting power, to elect each and every nominee of the Sponsor as a director to the Board and shall not initiate, solicit or support any proxy process or contest to voting against, remove or replace any such nominee or take similar action. The foregoing voting undertakings will terminate upon delivery of a written notice from Fosun to the Issuer and the Sponsor at any time after the second anniversary of the closing of the Transaction.

Pursuant to the Fosun Director Nomination Agreement, Fosun Industrial has the right to appoint one non-voting observer to the Board.

Except as noted above with respect to the voting undertakings, the Fosun Director Nomination Agreement will terminate upon the earlier to occur of  (i) Fosun Industrial ceasing to beneficially own at least 3.33% of the total number of Ordinary Shares then issued and outstanding and (ii) Fosun Pharma ceasing to beneficially own a majority of the issued and outstanding securities in Fosun Industrial.

References to and descriptions of the Fosun Director Nomination Agreement are qualified in their entirety by reference to the Fosun Director Nomination Agreement filed as Exhibit 99.5 to this Statement, which is incorporated in its entirety by reference in this Item 4.

Plans or Proposals

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The Reporting Persons subscribed for the Ordinary Shares from the Issuer primarily for long-term investment purposes and intend to review their investment in the Issuer on a continuing basis. In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Ordinary Shares at times, and in such manner (including pursuant to hedging transactions), as they deem advisable to benefit from changes in market prices of the Ordinary Shares, changes in the Issuer’s operations, business strategy or prospects, or from a sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons routinely will monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations. The Reporting Persons may discuss such matters with management or directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and discussions may materially affect, and result in, the Reporting Persons’ modifying their ownership of the Ordinary Shares, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer’s operations, governance or capitalization, or in proposing one or more of the other actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate other plans and/or make other proposals, and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional shares of Ordinary Shares or dispose of all shares of Ordinary Shares beneficially owned by them, in public market or privately negotiated transactions. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing. 

Item 5.  Interest in Securities of the Issuer.

(a)-(b) The information relating to the beneficial ownership of the Ordinary Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated herein by reference. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 131,356,980 ordinary shares issued and outstanding as of December 24, 2019, as reported in the Issuer’s Shell Company Report on Form 20-F filed with the SEC on December 26, 2019 (the “Form 20-F”).

Vivo Director Nomination Agreement

At the Closing, the Issuer entered into a Director Nomination Agreement (the “Vivo Director Nomination Agreement”) with Vivo Capital Fund IX (Cayman), L.P. (“Vivo”), pursuant to which, after the Closing, Vivo will be entitled to nominate (i) two nominees (including at least one nominee for independent director) to the Board for so long as it beneficially owns at least 6.66% of the total number of the Ordinary Shares then issued and outstanding or (ii) one nominee to serve as an independent director on the Board for so long as it beneficially owns at least 3.33%, but less than 6.66% of the total number of the Ordinary Shares then issued and outstanding. Further, under the Vivo Director Nomination Agreement, for so long as Vivo beneficially owns at least 3.33% of the total number of the Ordinary Shares then issued and outstanding, the Sponsor shall vote all of the Ordinary Shares owned or controlled by it or over which it has voting power or otherwise has the right to direct the voting, to elect each and every director nominee of Vivo as a director to the Board and shall not initiate, solicit or support any proxy process or contest to voting against, remove or replace any such nominee or take similar action, and for so long as the Sponsor beneficially own at least 3.33% of the total number of the Ordinary Shares then issued and outstanding, Vivo shall vote all of the Ordinary Shares owned or controlled by it or over which it has voting power, to elect each and every nominee of the Sponsor as a director to the Board and any other director nominee voted in favor of by the Sponsor and shall not initiate, solicit or support any proxy process or contest to voting against, remove or replace any such nominee or take similar action.

The Vivo Director Nomination Agreement will terminate upon Vivo ceasing to beneficially own at least 3.33% of the total number of Ordinary Shares then issued and outstanding.

The forgoing references to and descriptions of the Vivo Director Nomination Agreement herein are qualified in their entirety by reference to full text of such agreement, which is filed as Exhibit 99.6 hereto and incorporated herein by reference.

Irrevocable Proxies

On December 17, 2019, the Sponsor entered into Irrevocable Proxies with each of Landport Ventures Limited, Cheung and Sons Holdings Limited, Cyberatlas Fund L.P., Pride Zone Development Limited, Junson Development International Limited, Junson Stable Growth Master Fund Limited, Rainbow Glory Global Limited, Advance Data Services Limited, Carnival Investments Limited, Extra-Fund Investment Limited, Max Rising International Limited, Mr. Michael Tong Hing Yuen, Hansom Group Limited, Newleaf Pacific Limited, Ozone Hope Limited, Finearth Properties Limited, LY Holding Co., Limited, Ample Cove Limited, New Ever Investment Limited, BosValen Master Fund, Yunqi China Special Investment A, Yunqi Path Capital Master Fund, Domenick Limited, Arrow Asia Investment Limited, MHJ Company Limited, YFS International Company Limited, The MM & BB Limited, Golden Majestic Investments Limited, Davington Company Limited, Times Capital Asset Holdings Limited, Dragon Mark Group Limited, Crystal Sunrise Investment Group Ltd., Ultimate Sources Ltd. and Kaitai Pan (collectively, the “Irrevocable Proxy Shareholders”). Pursuant to the Irrevocable Proxies, each Irrevocable Proxy Shareholder granted an irrevocable proxy to the Sponsor to exercise all voting rights attaching to any Ordinary Shares held by such shareholders at all shareholder meetings of the Issuer.

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Pursuant to the Irrevocable Proxies, the Irrevocable Proxy Shareholders have the right to transfer the Ordinary Shares held by them, and such transferred Ordinary Shares will continue to be subject to the Irrevocable Proxies only if the transferee is an affiliate of the transferring shareholder. The Irrevocable Proxies became effective upon the closing of the Transation and will terminate upon the Sponsor ceasing to hold any shares in the Issuer.

To the knowledge of the Reporting Persons, as of the date of the filing of this Statement, the Irrevocable Proxy Shareholders beneficially owned approximately 22,779,125 Ordinary Shares, which represents approximately 17.3% of the Issuer’s total issued and outstanding shares.

The forgoing references to and descriptions of the Irrevocable Proxies herein are qualified in their entirety by reference to a form of Irrevocable Proxy filed as Exhibits 99.7 to this Statement and incorporated herein by reference.

Director Support Letter Agreements

On December 17, 2019, the Sponsor entered into the Director Support Letter Agreements with each of NF SPAC Holding Limited, Nice Class Holdings Limited, Brave Peak Limited, Expert Circle Limited and Sun Hing Associate Investments Limited (collectively, the “Letter Agreement Shareholders”), pursuant to which the Letter Agreement Shareholders agreed to, at any shareholder meeting of the Issuer, (a) vote all of the Ordinary Shares directly or indirectly owned or controlled by such shareholder or its affiliates or over which such shareholder or any of its affiliates has voting power, through voting proxies given by any other shareholder of the Issuer or otherwise, to elect each and every nominee nominated by the Sponsor or whom is voted in favor of by the Sponsor to serve as a director of the Issuer, and (b) not initiate, solicit or support any proxy process or contest to voting against, remove or replace any such nominee or take any similar action. To the knowledge of the Reporting Persons, as of the date of the filing of Statement, the Letter Agreement Shareholders beneficially owned approximately 17,325,000 Ordinary Shares, which represent approximately 13.2% of the Issuer’s total issued and outstanding Ordinary Shares.

The Director Support Letter Agreements will terminate upon the earlier of (a) the mutual consent of the Sponsor and the relevant shareholder, (b) the date on which the relevant shareholder and its affiliates cease to hold any Ordinary Shares and (c) the date on which Mr. Antony Leung ceases to serve as the chairman of New Frontier Group Limited and Mr. Carl Wu ceases to serve as the chief executive officer of New Frontier Group Limited.

The forgoing references to and descriptions of the Director Support Letter Agreements herein are qualified in their entirety by reference to the form of Director Support Letter Agreement filed as Exhibits 99.8 to this Statement and incorporated herein by reference.

Group Interest

As a result of the execution of the Fosun Director Nomination Agreement, Vivo Director Nomination Agreement, Irrevocable Proxies, and Director Support Letter Agreements, each Reporting Person may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Act with the Sponsor, Vivo, Irrevocable Proxy Shareholders, and Letter Agreement Shareholders with respect to the election of directors of the Issuer as described in Item 4 and Item 5 of this Statement. As a result, the group is deemed to have acquired beneficial ownership of all the Ordinary Shares beneficially owned by any member of the “group”. Thus, the group may be deemed to beneficially own in the aggregate 81,246,625 Ordinary shares, which represents beneficial ownership of approximately 55.5% of the total outstanding Ordinary Shares. Due to the relationships described in this Statement, the Reporting Persons may be deemed to beneficially own all of the Ordinary Shares beneficially owned by the group. 

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(c) Except as described in this Statement, to the best knowledge of the Reporting Persons, no transactions in any of the Shares have been effected by the Reporting Persons or the Covered Persons during the past sixty days.

(d) Other than the Reporting Persons, no person is known by the Reporting Persons to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares held by the Reporting Persons.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

The descriptions of the Transaction Agreement, the Rollover Agreement and Fosun Director Nomination Agreement under Item 3 and Item 4 are incorporated herein by reference. The summary of certain provisions of such agreements in this Schedule 13D are not intended to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 99.3, 99.4 and 99.5, respectively, hereto and are incorporated herein by reference.

To the best of the knowledge of the Reporting Persons, except as provided herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, or the giving or withholding of proxies, between any of the Reporting Persons, and any other person, with respect to any securities of the Company, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

Item 7. Material to be Filed as Exhibits.

Exhibit No.	Description
99.1	Joint Filing Agreement, between each Reporting Person, dated December 30, 2019 by and among the Reporting Persons
99.2	Information with Respect to the Covered Persons Required by Instruction C to Schedule 13D
99.3	Transaction Agreement, dated July 30, 2019, by and among New Frontier Corporation, NF Unicorn Acquisition L.P., Healthy Harmony Holdings, L.P., Healthy Harmony GP, Inc. and the Sellers named therein (incorporated by reference to Annex A to the Issuer’s definitive proxy statement filed with the SEC on November 29, 2019)
99.4	Rollover Agreement, dated July 30, 2019, by and between Fosun Industrial and the Issuer
99.5	Director Nomination Agreement, dated December 18, 2019, by and among Fosun Industrial, the Issuer and the Sponsor
99.6	Vivo Director Nomination Agreement, dated as of December 17, 2019, by and among the Company, New Frontier Public Holding Ltd. and Vivo Capital Fund IX (Cayman), L.P. (incorporated by reference to Exhibit 4.12 to the Form 20-F).
99.7	Form of Irrevocable Proxy (incorporated by reference Annex R to the Issuer’s definitive proxy statement filed with the SEC on November 29, 2019)
99.8	Form of Director Support Letter Agreement (incorporated by reference to Annex T to the Issuer’s definitive proxy statement filed with the SEC on November 29, 2019)

* * * * *

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Date: December 30, 2019

Fosun Industrial Co., Limited
By:	/s/ Chen Qiyu
	Name: Chen Qiyu
	Title: Director
Shanghai Fosun Pharmaceutical (Group) Co., Ltd.
By:	/s/ Chen Qiyu
	Name: Chen Qiyu
	Title: Director

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EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 30^th day of December, 2019

Fosun Industrial Co., Limited
By:	/s/ Chen Qiyu
	Name: Chen Qiyu Title: Director
Shanghai Fosun Pharmaceutical (Group) Co., Ltd.
By:	/s/ Chen Qiyu
	Name:  Chen Qiyu
	Title:  Director

EX-99.2

Exhibit 99.2

DIRECTORS AND EXECUTIVE OFFICERS OF FOSUN INDUSTRIAL AND FOSUN PHARMA

The name, business address, present principal employment and citizenship of each director and executive officer of Fosun Industrial is set forth below.

Fosun Industrial

Name	Business Address	Present Principal Employment	Citizenship
Chen Qiyu	No. 1289 Yishan Road (Building A, Fosun Technology Park), Shanghai 200233	Director	China
Yao Fang	No. 1289 Yishan Road (Building A, Fosun Technology Park), Shanghai 200233	Chairman of the Board of Directors	China
Guan Xiaohui	No. 1289 Yishan Road (Building A, Fosun Technology Park), Shanghai 200233	Director	China

Fosun Industrial is a wholly owned subsidiary of Fosun Pharma.  Fosun Pharma is a corporation organized under the laws of People’s Republic of China and listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange with its principal business address at No. 1289 Yishan Road (Building A, Fosun Technology Park), Shanghai 200233, People’s Republic of China. The telephone number of Fosun Pharma’s principal executive office is (8621) 3398 7000. Fosun Pharma’s business covers all key sectors of healthcare industry chain, including pharmaceutical manufacturing and R&D, healthcare services, medical devices and medical diagnosis, as well as pharmaceutical distribution and retail, with pharmaceutical manufacturing and R&D as the core, and healthcare services as the development focus.

The name, business address, present principal employment and citizenship of each director and executive officer of Fosun Pharma is set forth below.

Fosun Pharma

Name	Business Address	Present Principal Employment	Citizenship
Chen Qiyu	No. 1289 Yishan Road (Building A, Fosun Technology Park), Shanghai 200233	Executive Director and Chairman of the Board of Directors	China
Yao Fang	No. 1289 Yishan Road (Building A, Fosun Technology Park), Shanghai 200233	Executive Director and Co-chairman of the Board of Directors	China
Wu Yifang	No. 1289 Yishan Road (Building A, Fosun Technology Park), Shanghai 200233	Executive Director, President and Chief Executive Officer	China
Xu Xiaoliang	No. 1289 Yishan Road (Building A, Fosun Technology Park), Shanghai 200233	Non-executive Director	China
Wang Can	No. 1289 Yishan Road (Building A, Fosun Technology Park), Shanghai 200233	Non-executive Director	China
Mu Haining	No. 1289 Yishan Road (Building A, Fosun Technology Park), Shanghai 200233	Non-executive Director	China
Liang Jianfeng	No. 1289 Yishan Road (Building A, Fosun Technology Park), Shanghai 200233	Non-executive Director	China
Jiang Xian	17/F, Bund Center, 222 Yan'an Road (E), Shanghai, China	Independent Non-executive  Director	China
Wong Tin Yau Kelvin	49/F COSCO Tower, 183 Queen’s Road Central, Hong Kong, China	Independent Non-executive  Director	Hong Kong
Li Ling	National School of Development, No. 5 Yiheyuan Road, Haidian District, Beijing, China	Independent Non-executive  Director	China
Tang Guliang	A4 Floor, No. 33 Fucheng Road, Haidian District, Beijing, China	Independent Non-executive  Director	China

EX-99.4

Exhibit 99.4

FOSUN ROLLOVER AGREEMENT

This FOSUN ROLLOVER AGREEMENT, dated as of July 30, 2019 (as may be amended, supplemented, modified and varied from time to time in accordance with the terms herein, this “Agreement”), is made and entered into by and among:

(a)       NEW FRONTIER CORPORATION, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“NFC” or the “Company”); and

(b)       Fosun Industrial Co., Limited, a company incorporated under the laws of Hong Kong (“Fosun”).

NFC and Fosun are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Transaction Agreement (defined below). Section 1.3 (Interpretation and Rules of Construction) of the Transaction Agreement shall apply, mutatis mutandis, to this Agreement.

RECITALS

WHEREAS, NFC, certain of its Subsidiaries, Healthy Harmony Holdings, L.P., Fosun and certain other parties are entering into that certain transaction agreement, dated on or about the date hereof (as may be amended, supplemented, modified and varied from time to time in accordance with the terms therein, the “Transaction Agreement”, and the transactions contemplated therein, the “Acquisition Transaction”) relating to a proposed business combination involving NFC, Healthy Harmony Holdings, L.P. and/or their respective affiliates to be effected on the terms and subject to the conditions set forth in the Transaction Agreement; and

WHEREAS, the Parties desire to, in connection with the Acquisition Transaction, enter into this Agreement to provide for re-investment of certain portion of the proceeds payable to Fosun at the Closing pursuant to the Transaction Agreement in NFC Shares;

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, hereby agree as follows:

ARTICLE I
ROLLOVER ARRANGEMENTS

Section 1.1       Rollover. Fosun shall, concurrently with the Closing, subscribe for an aggregate number of NFC Shares (the “Fosun NFC Shares”) equal to US$94,000,000 (the “Fosun Rollover Amount”) divided by the NFC Share Reference Price (i.e., US$10.00), at a subscription price per NFC Share equal to the NFC Share Reference Price.

Section 1.2       Funds Flow. Fosun hereby irrevocably authorizes NFC to withhold, from the aggregate amount otherwise payable to Fosun at the Closing pursuant to the Transaction Agreement, an amount equal to the number of Fosun NFC Shares multiplied by the NFC Share Reference Price, whereupon (a) the amount so withheld shall be deemed to have been duly paid to NFC, and (b) NFC shall contemporaneously issue the Fosun NFC Shares to Fosun, free and clear of any Liens (other than any Liens created hereunder or pursuant to applicable securities Laws).

ARTICLE II
ADDITIONAL AGREEMENTS

Section 2.1       Documentation and Information. Each of the Parties shall permit and hereby authorizes the other Parties to publish and disclose in all documents and schedules filed with the relevant stock exchange and securities regulators, and any press release or other disclosure document that such other Parties determines to be necessary or desirable in connection with the Transaction Agreement, the Acquisition Transaction, the Closing, this Agreement or any Ancillary Agreement, as applicable, and the nature of each Party’s commitments and obligations under this Agreement, provided however, the Parties shall reasonably consult with each other on the scope and content to be disclosed pursuant to this Section 2.1.

Section 2.2       Taxes. Fosun shall bear, and be responsible for the reporting, filing and payment of, any Tax of any nature that may become due with respect to Fosun pursuant to any applicable Law in connection with, or arising out of, the transactions contemplated by this Agreement. To the fullest extent permitted under applicable Law, Fosun shall indemnify and hold harmless NFC and the Group Companies against actual loss (including reasonable costs and expenses) suffered by any of them arising out of any breach by Fosun of its obligations as set forth in this Section 2.2.

Section 2.3       NYSE Approval. NFC shall timely obtain approval of NYSE listing of the NFC Shares issued or to be issued to Fosun hereunder.

Section 2.4       Registration Rights. Fosun shall have the registration rights as set forth in Exhibit B hereto.

Section 2.5       NFC Director Election Proposal. NFC shall ensure that (a) in the NFC Director Election Proposal to be included in the Proxy Statement pursuant to Section 7.12(b) of the Transaction Agreement, NFC shall nominate nine (9) individuals to serve on the initial NFC Board immediately after the Closing, of which three (3) shall be independent directors and eligible to serve on NFC’s audit committee under NYSE rules, and (b) the initial nominees shall include one (1) individual nominated by Fosun, who shall serve as a co-chairman of the NFC Board.

Section 2.6       Director Nomination Agreement. Concurrently with the Closing, NFC and Fosun shall enter into a director nomination agreement substantially in the form attached hereto as Exhibit A (the “Director Nomination Agreement”).

Section 2.7       CEO Search Committee. For so long as Fosun remains entitled to nominate at least one (1) individual for election to the NFC Board pursuant to the Director Nomination Agreement:

(a)      At any time after the Closing, in the event that the NFC Board determines that it is in the best interest of NFC to identify candidates for CEO successor or replacement, NFC shall set up a CEO search committee (the “CEO Search Committee”) to identify such candidates, which shall include one (1) director nominated by Fosun. If invited by members of the CEO Search Committee (the “Committee Members”), members of the management teams of NFC and the Group Companies may also attend the meetings and participate in the discussions of the CEO Search Committee, but shall not be deemed Committee Members or be entitled to vote as such unless approved by all Committee Members.

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(b)      NFC shall not employ any person as CEO unless such person is recommended by the CEO Search Committee for approval by the Board pursuant to this Section 2.7.

(c)      The CEO Search Committee shall have the authority to consider and recommend candidates for the CEO position (the “CEO Candidates”) to the NFC Board for consideration or approval but shall not have the authority to approve or appoint any CEO Candidate as CEO, and shall not recommend any CEO Candidate to the NFC Board for consideration or approval unless approved by all Committee Members, provided, however, that if each of three (3) individuals (who shall be three different individuals) consecutively presented to the CEO Search Committee for consideration by the Committee Members has not been unanimously approved by the CEO Search Committee within one (1) month after the last of the foregoing three (3) individual is first presented to the CEO Search Committee, the CEO Search Committee may recommend any CEO Candidate (who shall be a different person from the forgoing three individuals) that is approved by a majority of the Committee Members to the Board for consideration and approval; provided further that in this case, if the Committee Member nominated by Fosun (to the extent there is one) does not approve such CEO Candidate, such Committee Member shall be entitled to nominate an individual and the CEO Search Committee shall recommend both such individual and the CEO Candidate approved by a majority of the Committee Members to the Board for consideration.

Section 2.8       Rights Plan. NFC shall not adopt or maintain any shareholder rights plan, rights agreement or any “poison pill”, or take any other similar action that, in each case, is reasonably expected to discourage, restrict or inhibit (including by way of disproportionately diluting the shareholding of Fosun and its Affiliates in NFC) Fosun or any of its Affiliates from acquiring or transferring NFC Shares, in each case, without the prior written consent of Fosun and unanimous approval of the NFC Board.

Section 2.9       Unity Insurance. Each of NFC and Fosun agrees that the Parties shall use reasonable best efforts after the Closing to implement an insurance program for the Group Companies on substantially the terms set forth in Schedule I hereto.

Section 2.10     Material Decisions of Subsidiaries. For so long as Fosun remains entitled to nominate at least one (1) individual for election to the NFC Board pursuant to the Director Nomination Agreement, NFC shall procure that, from and after the Closing, none of the Subsidiaries of NFC may undertake any material action (including, without limitation, incurrence of material capital expenditures, making material investments in Persons other than the Group Companies, adopting or amending business plan and budget, and employment, termination, performance review and compensation arrangements for employees at the group VP level or above, including the general manager of each of the hospitals, but in any event excluding any internal reorganization transactions to optimize the offshore equity holding structure that occur within six months following the Closing) unless such action has been approved by the NFC Board (or the applicable committee thereof) or is undertaken in accordance with the business plan and budget that has been approved by the NFC Board (or the applicable committee thereof).

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Section 2.11     Foreign Private Issuer. Beginning with NFC’s first filing pursuant to Section 13(a) of the Exchange Act following the Closing, NFC shall report as a Foreign Private Issuer.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

Each of the Parties, severally and not jointly, hereby represents and warrants to the other Parties, as follows:

Section 3.1       Organization, Authorization and Qualification.

(a)      Such Party is a corporation or other entity duly incorporated or organized, validly existing and in good standing under the Laws of its respective jurisdiction of incorporation or organization. Such Party has the requisite corporate power and authority, as applicable, to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby.

(b)      The execution and delivery of this Agreement and the Ancillary Agreements by such Party and the consummation by such Party of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of such Party. Assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each other party hereto and thereto, this Agreement and the Ancillary Agreements constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies.

Section 3.2       Consents and Approvals; No Violations. Subject to, solely with respect to Fosun, the receipt of the Fosun Shareholder Approval and the completion of the Fosun ODI Filing, neither the execution and delivery of this Agreement or any Ancillary Agreement nor the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement will (a) conflict with or result in any breach of any provision of the Organizational Documents of such Party, (b) require any filing with, or the obtaining of any consent or approval of, any Governmental Entity or any third party on the part of such Party, or (c) conflict with or violate any Law or Order applicable to such Party, except, in the case of clauses (b) and (c) above, as would not, individually or in the aggregate, prevent or delay in any material respect such Party from consummating any of the transactions contemplated by this Agreement and the Ancillary Agreements.

Section 3.3       Transaction Agreement Representations and Warranties. The representations and warranties of the Buyer Parties set forth in Article VI of the Transaction Agreement are herein repeated in full and made herein by NFC. The representations and warranties of the Sellers set forth in Article IV of the Transaction Agreement are herein repeated in full and made herein by Fosun.

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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF NFC

NFC hereby represents and warrants to Fosun that each of the following representations and warranties is true, correct and complete as of the date of this Agreement and as of the Closing:

Section 4.1       NFC SEC Documents and Financial Statements. NFC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by NFC with the SEC since NFC’s formation under the Exchange Act or the Securities Act, together with any amendments, restatements or supplements thereto, and will use commercially reasonable efforts to file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement (the “Additional NFC SEC Documents”). NFC has made available to Fosun copies in the form filed with the SEC of all of the following, except to the extent available in full without redaction on the SEC’s website through EDGAR for at least two (2) days prior to the date of this Agreement and the Transaction Agreement: (i) NFC’s Annual Report on Form 10-K for each fiscal year of NFC beginning with the first year NFC was required to file such a form, (ii) all proxy statements relating to NFC’s meetings of stockholders (whether annual or special) held, and all information statements relating to stockholder consents, since the beginning of the first fiscal year referred to in clause (i) above, (iii) its Forms 10-Q and 8-K filed since the beginning of the first fiscal year referred to in clause (i) above, and (iv) all other forms, reports, registration statements and other documents (other than preliminary materials if the corresponding definitive materials have been provided to Fosun pursuant to this Section 4.1) filed by NFC with the SEC since NFC’s formation (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), and (iv) above, whether or not available through EDGAR, are, collectively, the “NFC SEC Documents”). The NFC SEC Documents were, and the Additional NFC SEC Documents will be, prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act, and the Sarbanes-Oxley Act, as the case may be, and the rules and regulations thereunder. NFC SEC Documents did not, and the Additional NFC SEC Documents will not, at the time they were or are filed, as the case may be, with the SEC (except to the extent that information contained in any NFC SEC Document or Additional NFC SEC Document has been or is revised or superseded by a later filed NFC SEC Document or Additional NFC SEC Document, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing does not apply to statements in or omissions in any information supplied or to be supplied by the Group Companies expressly for inclusion or incorporation by reference in any NFC SEC Document. As used in this Section 4.1, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

Section 4.2       Certain Business Practices. Neither NFC, nor any director, officer, agent or employee of NFC (in their capacities as such) has (i) used any funds for contributions, gifts, entertainment or other expenses relating to political activity, in each case, in violation of applicable Laws, or (ii) made any payment to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns in violation of any provision of the Foreign Corrupt Practices Act of 1977. Neither NFC, nor any director, officer, agent or employee of NFC (nor any Person acting on behalf of any of the foregoing, but solely in his or her capacity as a director, officer, employee or agent of NFC) has, since the initial public offering of NFC, directly or indirectly, given or agreed to give any gift or similar benefit in any material amount to any customer, supplier, governmental employee or other Person in violation of applicable Laws.

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Section 4.3       Foreign Private Issuer. NFC currently satisfies the requirement for treatment as a “foreign private issuer” as that term is defined in Rule 3b-4 promulgated under the Exchange Act (“Foreign Private Issuer”).

Section 4.4       SEC Filings and NFC Financials.

(a)      NFC, since the NFC IPO, has timely filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents required to be filed or furnished by NFC with the SEC under the Securities Act and/or the Exchange Act, together with any amendments, restatements or supplements thereto. Except to the extent available on the SEC’s website through EDGAR, NFC has delivered to the Company copies in the form filed with the SEC of all of the following: (i) NFC’s annual report on Form 10-K for the fiscal year ended December 31, 2018, (ii) NFC’s quarterly reports on Form 10-Q for each fiscal quarter that NFC filed such reports to disclose its quarterly financial results, (iii) all other forms, reports, registration statements, prospectuses and other documents (other than preliminary materials) filed by NFC with the SEC since June 4, 2018 (the forms, reports, registration statements, prospectuses and other documents referred to in clauses (i) and (ii) above and this clause (iii), whether or not available through EDGAR, collectively, the “SEC Reports”) and (iv) all certifications and statements required by (A) Rules 13a-14 or 15d-14 under the Exchange Act, and (B) 18 U.S.C. §1350 (Section 906 of SOX) with respect to any report referred to in clause (i) above (collectively, the “Public Certifications”). The SEC Reports (x) were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (y) did not, as of their respective effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they were filed with the SEC (in the case of all other SEC Reports) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, there are no material outstanding or unresolved comments in comment letters from the SEC staff with respect to NFC or the SEC Reports. As of the date hereof, to NFC’s knowledge, (i) none of the SEC Reports is the subject of ongoing SEC review or outstanding SEC comments and (ii) neither the SEC nor any other Governmental Entity is conducting any investigation or review of any SEC Report. The Public Certifications are each true as of their respective dates of filing. As used in this Section 4.4, the term “file” shall be broadly construed to include any manner permitted by SEC rules and regulations in which a document or information is furnished, supplied or otherwise made available to the SEC.

(b)      The financial statements and notes of NFC contained or incorporated by reference in the SEC Reports (the “NFC Financials”), fairly present in all material respects the financial position and the results of operations, changes in shareholders’ equity, and cash flows of NFC at the respective dates of and, for the periods referred to in such financial statements, all in accordance with (i) GAAP methodologies applied on a consistent basis throughout the periods involved and (ii) Regulation S-X or Regulation S-K, as applicable (except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable).

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(c)      NFC has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. NFC’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by NFC in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to NFC’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. NFC’s management has completed an assessment of the effectiveness of NFC’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable SEC Report, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. NFC has no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect NFC’s ability to record, process, summarize and report financial information. NFC does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in NFC’s internal control over financial reporting.

(d)      Except as and to the extent reflected or reserved against in the NFC Financials, NFC has not incurred any liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that are not adequately reflected or reserved on or provided for in the NFC Financials.

(e)      There are no outstanding loans or other extensions of credit made by NFC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of NFC other than advancements of expenses in the ordinary course less than $50,000 individually or $100,000 in the aggregate. NFC has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act of 2002.

Section 4.5       New York Stock Exchange. As of the date of this Agreement, the NFC Public Units, the NFC Class A Shares and the NFC Warrants are listed on the NYSE the symbols “NFC.U”, “NFC” and “NFS.WS”, respectively. As of the date of this Agreement, NFC is in compliance in all material respects with the applicable corporate governance requirements of NYSE for continued listing of NFC Public Units, NFC Class A Shares and NFC Public Warrants thereon and there is no action or proceeding pending or, to NFC’s knowledge, threatened against NFC by NYSE or the Financial Industry Regulatory Authority to prohibit or terminate the listing of the NFC Public Units, NFC Class A Shares or NFC Public Warrants on NYSE. For purposes here of, “NFC Public Units” means the units issued in the NFC IPO or the related overallotment consisting of one (1) NFC Class A Share and one (1) NFC Warrant, and “NFC Warrant” means warrants issued by NFC, each entitling the holder thereof to purchase one NFC Parent Class A Share.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF FOSUN

Fosun hereby represents and warrants to NFC that each of the following representations and warranties is true, correct and complete as of the date of this Agreement and as of the Closing:

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Section 5.1       Accredited Investor. Fosun (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), or is not a “U.S. Person” as defined in Rule 902 of Regulation S under the Securities Act, (ii) is acquiring the Fosun NFC Shares only for its own account and not for the account of others, and (iii) is not acquiring the Fosun NFC Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act, and Fosun further represents that it does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations in the Fosun NFC Shares to such Person or to any third Person, with respect to any of the Fosun NFC Shares.

Section 5.2       Exempt from Registration; Restricted Securities. Fosun understands that the NFC Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the NFC Shares have not been registered under the Securities Act. Fosun understands that the NFC Shares may not be resold, transferred, pledged or otherwise disposed of absent an effective registration statement under the Securities Act, except (i) to NFC or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (iii) pursuant to Rule 144 under the Securities Act, provided that all of the applicable conditions thereof have been met, or (iv) pursuant to another applicable exemption from the registration requirements of the Securities Act, and that any book-entry notations with respect to (or certificates representing) the NFC Shares will contain a legend to such effect. Fosun understands and agrees that the NFC Shares, until transferred pursuant to an effective registration statement, or Rule 144 under the Securities Act, will be subject to transfer restrictions and, as a result of these transfer restrictions, Fosun may not be able to readily resell the NFC Shares and may be required to bear the financial risk of an investment in the NFC Shares for an indefinite period of time. Fosun acknowledges that NFC has no obligation to register or qualify the NFC Shares for resale, except as otherwise provided hereunder or in any other agreement entered into by NFC, and that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the NFC Shares.

ARTICLE VI
MISCELLANEOUS

Section 6.1       Termination. This Agreement shall terminate automatically and become void and of no further force or effect, without any notice or other action by any Person, upon the earlier of (a) the written consent of all Parties, and (b) the date on which the Transaction Agreement is terminated in accordance with its terms prior to the Closing thereunder having taken place.

Section 6.2       Third Party Beneficiaries; Assignment. This Agreement is exclusively for the benefit of the Parties, the Indemnified Persons (as such term is defined in Paragraph 10 of Exhibit B hereto) and their respective successors and permitted assigns, and this Agreement shall not be deemed to confer upon or give to any other third party any remedy, claim, liability, reimbursement, cause of action or other right, in each case whether by virtue of the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) or any similar Law in other jurisdiction to enforce any of the terms to this Agreement. This Agreement and the rights, duties and obligations hereunder may not be assigned by any Party except with the other Party’s prior written consent; provided that (a) prior to (and including at the time of) the Closing, Fosun may assign its rights and obligations hereunder to any of its Affiliates (i) if such assignment is required by applicable laws, rules and regulations of applicable stock exchanges or regulatory authorities or (ii) with the prior written consent of NFC (such consent not to be unreasonably withheld, delayed or conditioned), and (b) after the Closing, Fosun may assign its rights and obligations hereunder to any of its Affiliates without prior written consent from the other Party, in each case of (a) and (b), upon prior written notice to NFC; provided further that upon the assignee ceasing to be an Affiliate of Fosun, Fosun shall procure that any such right so assigned shall immediately be assigned back to Fosun.

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Section 6.3       Governing Law. This Agreement, and all claims or causes of action (whether in contract, tort or statute) or matters (including matters of validity, construction, effect, performance and remedies) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed exclusively in accordance with the Laws of Hong Kong (without giving effect to any choice of law principles thereof that would cause the application of the Laws of another jurisdiction).

Section 6.4       Dispute Resolution. Any dispute, controversy or claim (including any dispute relating to the existence, validity, interpretation, performance, breach or termination of this Agreement or any dispute regarding non-contractual obligations arising out of or relating to this Agreement) shall be referred to and finally resolved in accordance with the ICC Rules of Arbitration by a panel of three arbitrators. The arbitral award shall be final and binding upon all Parties. The seat of arbitration shall be in Hong Kong Special Administrative Region (“Hong Kong”). The language of arbitration shall be English. The governing law of this arbitration clause shall be the Laws of Hong Kong. The Parties agree that any award rendered by the arbitral tribunal may be enforced by any court having jurisdiction over the Parties or over the Parties’ assets wherever the same may be located. To the extent that any Party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from any jurisdiction or any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, execution of judgment or otherwise) with respect to itself or any of its assets, whether or not held for its own account, such Party hereby irrevocably and unconditionally waives and agrees not to plead or claim such immunity in any disputes, controversies or claims arising out of or relating to this Agreement, including in any judicial proceedings ancillary to an arbitration hereunder, including without limitation immunity from any judicial proceeding to compel arbitration, for interim relief in aid of arbitration, or to enforce any arbitral award, immunity from service of process, immunity from jurisdiction of any court, and immunity of any of its property from execution. Nothing in this Section 6.4 shall be construed as preventing any Party from seeking an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction pursuant to Section 6.5 pending final determination of the dispute by the arbitral tribunal.

Section 6.5       Specific Performance. The Parties hereto acknowledge that the rights of each Party to consummate the transactions contemplated hereby are unique and recognize and affirm that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching Party may have no adequate remedy at law. Accordingly, the Parties agree that such non-breaching Party shall have the right to enforce its rights and the other Party’s obligations hereunder by an action or actions for specific performance and/or injunctive relief (without posting of bond or other security), including any order, injunction or decree sought by such non-breaching Party to cause the other Party to perform its/their respective agreements and covenants contained in this Agreement and to cure breaches of this Agreement, without the necessity of proving actual harm and/or damages or posting a bond or other security therefore. Each Party further agrees that the only permitted objection that it may raise in response to any action for any such equitable relief is that it contests the existence of a breach or threatened breach of this Agreement.

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Section 6.6       Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or e-mail shall be as effective as delivery of a manually executed counterpart of this Agreement.

Section 6.7       Amendments. This Agreement may be amended, modified or supplemented at any time only by the written consent of NFC and Fosun, and any amendment, modification or supplement so effected shall be binding on all of the Parties.

Section 6.8       Further Assurances. Each of the Parties shall execute such documents and perform such further acts as may be reasonably required to carry out the provisions hereof and the actions contemplated hereby.

Section 6.9       Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible.

Section 6.10     Entire Agreement. This Agreement and the Transaction Agreement constitute the entire agreement among the Parties with respect to the subject matter of this Agreement and the Transaction Agreement and supersede all other prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter of this Agreement and the Transaction Agreement. Each Party acknowledges and agrees that, in entering into this Agreement, such Party has not relied on any promises or assurances, written or oral, that are not reflected in this Agreement or the Transaction Agreement. In the event of any conflict between the provisions of this Agreement and the provisions of the Transaction Agreement, the provisions of this Agreement shall prevail.

Section 6.11     Notice. All notices, requests and other communications to any Party shall be in writing (including facsimile transmission) and shall be given (a) when actually delivered in person or by e-mail, (b) on the next Business Day when sent by overnight courier, or (c) on the second succeeding Business Day when sent by registered or certified mail (postage prepaid, return receipt requested), in each case, to such Party’s address set forth below, or to such other address as such Party may hereafter specify in writing to the other Parties for such purpose.

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If to NFC, to:

c/o New Frontier Corporation

23rd Floor, 299 QRC 

287-299 Queen’s Road Central

Hong Kong 

Attention: Carl Wu

E-mail: carl@new-frontier.com

with a copy (which shall not constitute notice) to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention: Patrick J. Naughton

E-mail: PNaughton@stblaw.com

Simpson Thacher & Bartlett LLP

3901 China World Tower

1 Jianguomenwai Avenue

Beijing 100004, China

Attention: Yang Wang

E-mail: Yang.Wang@stblaw.com

If to Fosun, to:

Fosun Industrial Co., Limited

Building A, No.1289 Yishan Road,

Shanghai 200233, P.R.China

Attention: Yuqing Chen

E-mail: chenyuqing@fosunpharma.com

with a copy (which shall not constitute notice) to:

Paul Hastings LLP

43/F, Jing An Kerry Center Tower II, 1539 Nanjing West Road, Shanghai 200040, PRC

Attention: Jia Yan

E-mail: jiayan@paulhastings.com

Section 6.12     Indemnification. NFC, on the one hand, and Fosun, on the other hand, hereby agrees to indemnify and hold harmless each other against and in respect of any actual and direct out-of-pocket loss, cost, payment, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage (including actual costs of investigation and attorneys’ fees and other costs and expenses) incurred or sustained by such indemnified party as a result of or in connection with any breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements contained herein or any certificate or other writing delivered pursuant hereto. The representations and warranties of the Parties shall survive until twelve (12) months following the Closing.

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Section 6.13     Trust Account Waiver. Fosun hereby acknowledges that NFC has established the Trust Account containing the proceeds of the NFC IPO and from certain private placements occurring simultaneously with the NFC IPO (including interest accrued from time to time thereon) for the benefit of the holders of NFC Public Shares and certain other parties (including the underwriters of the NFC IPO). For and in consideration of NFC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Fosun hereby irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account, and waives any claim it has or may have as a result of, or arising out of, the transactions contemplated by this Agreement and the Ancillary Agreement and any discussions, contracts or agreements with NFC, and will not seek recourse against the Trust Account for any reason whatsoever; provided, that (a) nothing herein shall serve to limit or prohibit Fosun’s right to pursue a claim against NFC pursuant to this Agreement or any Ancillary Agreement for legal relief against monies or other assets of NFC held outside the Trust Account, for specific performance or other equitable relief in connection with the transactions contemplated hereby (including a claim for NFC to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash in the Trust Account after giving effect to the NFC Shareholder Redemption) and (b) nothing herein shall serve to limit or prohibit any claims that Fosun may have in the future pursuant to this Agreement or any Ancillary Agreement against NFC’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account other than pursuant to the NFC Shareholder Redemption and any assets that have been purchased or acquired with any such funds).

Section 6.14     Conflicts. If any provision hereunder contradicts with NFC’s constitutional documents, NFC shall not be excused from any of its obligations hereunder for such contradiction.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.

FOSUN INDUSTRIAL CO., LIMITED
By:	/s/ CHEN Qiyu
	Name:	CHEN Qiyu
	Title:	Director

[Project Unicorn – Signature Page to Fosun Rollover Agreement]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.

NEW FRONTIER CORPORATION
By:	/s/ Carl WU
	Name:	Carl WU
	Title:	Director

EX-99.5

Exhibit 99.5

DIRECTOR NOMINATION AGREEMENT

THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of December 18, 2019 (the “Effective Time”), by and among New Frontier Corporation, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), New Frontier Public Holding Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Sponsor”) and Fosun Industrial Co., Limited, a company incorporated in Hong Kong (the “Shareholder”). Capitalized terms used but not otherwise defined in this Agreement have the respective meanings given to them in the Transaction Agreement (as defined below).

WHEREAS, the Company and certain of its affiliates have consummated the business combination and the other transactions (collectively, the “Transactions”) contemplated by the Transaction Agreement, dated as of July 30, 2019, by and among the Company, Healthy Harmony Holdings, L.P. and certain other parties thereto; and

WHEREAS, after giving effect to the Transactions, the Shareholder owns certain ordinary shares of the Company, par value $0.0001 per share (the “NFC Ordinary Shares”) and desires to have certain director nomination rights, and the Company desires to provide the Shareholder with such rights, in each case, on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficient of which are hereby acknowledged, each of the parties to this Agreement agrees as follows:

Article I
NOMINATION RIGHT

Section 1.1 Board Nomination Right.

(a)At the Effective Time, the board of directors of the Company (the “Board”) shall be comprised of nine (9) members, including Mr. CHEN Qiyu, who shall serve as a co-chairman of the Board. The Shareholder will timely nominate the Nominee (as defined below) for election to the Board at the shareholders meeting of the Company and provide all information and materials necessary for the inclusion of such Nominee in the NFC Director Election Proposal.

(b)From the Effective Time until the date that the Shareholder ceases to Beneficially Own a number of NFC Ordinary Shares representing at least 3.33% of all of the NFC Ordinary Shares then issued and outstanding, at every meeting of the Board, or a committee thereof, or action by written consent, at or by which directors of the Company are appointed by the Board or are nominated to stand for election and elected by shareholders of the Company:

(A)for so long as the Shareholder Beneficially Own a number of NFC Ordinary Shares representing at least 10.8% of all of the NFC Ordinary Shares then issued and outstanding, the Shareholder shall have the right to appoint or nominate for election to the Board, as applicable, two (2) individuals, to serve as directors of the Company; provided that (i) if one of these individuals is Mr. CHEN Qiyu, Mr. CHEN Qiyu shall serve as a co-chairman of the Board, and (b) in the event the Shareholder Beneficially Own a number of NFC Ordinary Shares representing at least 22.5% of all of the NFC Ordinary Shares then issued and outstanding, in addition to its rights provided in the foregoing clause, the Shareholder shall also have the right to appoint or nominate for election to the Board, as applicable, a third individual, to serve as an independent director of the Company; and

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(B)for so long as the Shareholder Beneficially Own a number of NFC Ordinary Shares representing at least 3.33% but less than 10.8% of all of the NFC Ordinary Shares then issued and outstanding, the Shareholder shall have the right to appoint or nominate for election to the Board, as applicable, one (1) individual, to serve as a director of the Company (any individual appointed or nominated by the Shareholder for election to the Board pursuant to Section 1.1(b)(A) or Section 1.1(b)(B), a “Nominee” and collectively, the “Nominees”); and if such individual is Mr. CHEN Qiyu, Mr. CHEN Qiyu shall serve as a co-chairman of the Board.

Any individual appointed or nominated to serve as an independent director shall qualify, as of the date of such individual’s appointment or nomination and as of any other date on which the determination is being made, (i) as an “Independent Director” under the listing requirements of the New York Stock Exchange, as amended from time to time, and (ii) as an “Independent Director” under Rule 10(A)-3 under the Exchange Act as well as any other requirements of the U.S. securities laws which are then applicable to the Company. For purposes hereof, “Beneficial Ownership” shall be determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, and the term “Beneficially Own” shall have the correlative meaning.

(c)In the event that any Nominee shall cease to serve for any reason, the Shareholder shall, subject to the Shareholder then being entitled to nominate such individual for election or appointment as a director pursuant to Section 1.1(b), be entitled to designate and appoint or nominate such person’s successor in accordance with this Agreement and the Board shall promptly fill the vacancy with such successor Nominee.

(d)Upon the Shareholder ceasing to be entitled to designate a Nominee pursuant to Section 1.1(b), the Shareholder shall take all actions within its power to cause the Nominee to offer to tender their resignations.

(e)The Company shall use its commercially reasonable efforts to maintain in effect at all times directors and officers indemnity insurance coverage reasonably satisfactory to the Shareholder. The Company’s Organizational Documents shall at all times provide for indemnification, exculpation and advancement of expenses to the fullest extent permitted under applicable law.

Section 1.2 Board Observer Rights

(a)From the Effective Time, the Shareholder shall be entitled to appoint one (1) non-voting observer (the “Board Observer”) to the Board, exercisable by the delivery of written notice to the Company.

(b)The Board Observer shall be entitled to (i) attend (in person or telephonically) all meetings (both regular and special) of the Board and any of the committees of the Board (collectively, “Board Committees”) and to listen to all telephonic meetings of the Board and Board Committees or meetings conducted by other methods of communication, and (ii) receive written notice of all meetings (both regular and special) of the Board and Board Committees at the same time and in the same manner as such notice is given to other members of the Board and Board Committees, and all documents, notices, minutes, written materials and other information given to members of the Board and Board Committees in connection with each Board and Board Committee meeting (collectively, “Materials”) at the same time such Materials are given to members of the Board and Board Committees, whether or not the Board Observer is attending such meeting. Notwithstanding the foregoing, the Company may exclude the Board Observer from access to any material or meeting or portion thereof if the Board determines in good faith, upon written advice of the Company’s outside counsel (which advice shall include legal analysis thereon in reasonable detail and shall be provided to all directors), that such exclusion is reasonably necessary to preserve the attorney-client privilege between the Company and such counsel; provided, however, that any such exclusion shall apply only to such portion of the material or such portion of the meeting which would be required to preserve such privilege and not to any other portion thereof.

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(c)The Company shall reimburse the Board Observer for all reasonable out-of-pocket expenses incurred by the Board Observer in connection with attendance at Board and Board Committee meetings.

(d)The Company acknowledges that the Board Observer may provide, on a confidential basis, any material non-public information of the Company that he or she obtains pursuant to the provisions of this Section 1.2 to the Shareholder and its Affiliates and their respective representatives, advisors and consultants, provided that the Shareholder shall ensure that the Board Observer may not otherwise disclose or use any such information.

(e)The Company shall indemnify and hold harmless the Board Observer from and against any losses, claims, damages, liabilities and expenses to which the Board Observer may become subject, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of, relate to, or are based upon Board Observer’s designation or attendance as a non-voting observer at meetings of the Board and Board Committees, the Board Observer’s receipt of materials or information under this Section 1.2, or the Board Observer’s exercise of his rights under this Agreement. The Company shall pay or reimburse the Board Observer for such losses, claims, damages, liabilities and expenses as they are incurred, including, without limitation, for amounts incurred in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that with respect to any claim or action brought against both the Board Observer and one or more directors of the Company, the Company shall not be liable to the Board Observer on account of any settlement of such claim or action effected by the Board Observer without the written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed) prior to the settlement of such claim or action by the relevant directors.

Section 1.3Company Obligations. The Company agrees to use its reasonable best efforts to ensure that, if the Shareholder is entitled to designate a Nominee pursuant to Section 1.1(b), (i) each Nominee is included in the Board’s slate of nominees to the shareholders for each election of directors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with soliciting proxies for every meeting of the shareholders of the Company called with respect to the election of members of the Board, and at every adjournment or postponement thereof, and on every action or approval by written consent of the Board with respect to the election of members of the Board.

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Section 1.4Sponsor Obligations. For so long as the Shareholder continues to Beneficially Own a number of NFC Ordinary Shares representing at least 3.33% of all of the NFC Ordinary Shares then issued and outstanding, at any annual, special or other meeting (or written consent in lieu of a meeting) of shareholders of the Company at which the directors of the Company are to be elected, the Sponsor shall (a) vote all of the shares of the Company owned or controlled by the Sponsor or over which the Sponsor has voting power or otherwise has the right to direct the voting, including through voting proxies or voting undertakings given by any other shareholder of the Company or otherwise, to elect each Nominee to serve as a director of the Company, and (b) not initiate, solicit or support any proxy process or contest to voting against, remove or replace any Nominee or take any similar action.

Section 1.5Shareholder Obligations. For so long as the Sponsor continues to Beneficially Own a number of NFC Ordinary Shares representing at least 3.33% of all of the NFC Ordinary Shares then issued and outstanding, at any annual, special or other meeting (or written consent in lieu of a meeting) of shareholders of the Company at which the directors of the Company are to be elected, the Shareholder shall (a) vote all of the shares of the Company owned or controlled by the Shareholder or over which the Shareholder has voting power, through voting proxies given by any other shareholder of the Company or otherwise, to elect each and every “Nominee” of the Sponsor (as defined in that certain Director Nomination Agreement entered into by and between the Company and the Sponsor on or about the date hereof) or any other director nominee voted in favor of by the Sponsor (each, a “Relevant Nominee”) to serve as a director of the Company, and (b) not initiate, solicit or support any proxy process or contest to voting against, remove or replace any Relevant Nominee or take any similar action.

Article II
miscellaneous

Section 2.1Termination. This Agreement shall terminate automatically and become void and of no further force or effect, without any notice or other action by any Person, upon the earlier to occur of (a) the Shareholder ceasing to Beneficially Own a number of NFC Ordinary Shares representing at least 3.33% of all of the NFC Ordinary Shares then issued and outstanding, and (b) Shanghai Fosun Pharmaceutical (Group) Co., Ltd. ceasing to Beneficially Own a majority of the issued and outstanding securities in the Shareholder. Notwithstanding the foregoing, Section 1.4 and Section 1.5 shall terminate automatically and become void and of no further force or effect upon the delivery of a written notice from the Shareholder to the Company and the Sponsor at any time after the second (2^nd) anniversary of the date hereof; provided that, in this case, the provisions herein other than Section 1.4 and Section 1.5 shall continue to remain in effect in accordance with the terms of this Agreement.

Section 2.2Fees and Expenses. Each party shall be responsible for and pay their own fees, costs and expenses incurred in connection herewith and the transactions contemplated hereby, including the fees, costs and expenses of their financial advisors, accountants and counsel.

Section 2.3Notices. All notices, requests and other communications to either Party hereunder shall be in writing (including facsimile transmission) and shall be given in accordance with the provisions of the Transaction Agreement.

Section 2.4Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the Transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible.

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Section 2.5Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, directly or indirectly, including by operation of law, by any party without the prior written consent of the other parties, except notwithstanding any of the foregoing, the Shareholder shall, in connection with a transfer of the NFC Ordinary Shares to its Affiliates, assign its rights and obligations hereunder to such Affiliate transferee, in which case the prior consent of the other parties shall not be required but the Shareholder should provide prior written notice of such assignment to the other parties; provided further that upon the assignee ceasing to be an Affiliate of the Shareholder, the Shareholder shall procure that any such right so assigned shall immediately be assigned back to the Shareholder.

Section 2.6No Third Party Beneficiaries. This Agreement is exclusively for the benefit of the parties hereto, and their respective successors and permitted assigns, and this Agreement shall not be deemed to confer upon or give to any other third party any remedy, claim, liability, reimbursement, cause of action or other right by virtue of any applicable law in any jurisdiction to enforce any of the terms to this Agreement.

Section 2.7Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter of this Agreement and supersede all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement. Each party acknowledges and agrees that, in entering into this Agreement, such party has not relied on any promises or assurances, written or oral, that are not reflected in this Agreement.

Section 2.8Governing Law. This Agreement, and all claims or causes of action (whether in contract, tort or statute) or matters (including matters of validity, construction, effect, performance and remedies) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed exclusively in accordance with the laws of the Cayman Islands (without giving effect to any choice of law principles thereof that would cause the application of the Laws of another jurisdiction).

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Section 2.9Dispute Resolution. Any dispute, controversy or claim (including any dispute relating to the existence, validity, interpretation, performance, breach or termination of this Agreement or any dispute regarding non-contractual obligations arising out of or relating to this Agreement) shall be referred to and finally resolved in accordance with the ICC Rules of Arbitration by a panel of three arbitrators. The arbitral award shall be final and binding upon all parties hereto. The seat of arbitration shall be in Hong Kong. The language of arbitration shall be English. The governing law of this arbitration clause shall be the laws of the Hong Kong Special Administrative Region. The parties hereto agree that any award rendered by the arbitral tribunal may be enforced by any court having jurisdiction over the parties or over the parties’ assets wherever the same may be located. To the extent that any party hereto has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from any jurisdiction or any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, execution of judgment or otherwise) with respect to itself or any of its assets, whether or not held for its own account, such party hereby irrevocably and unconditionally waives and agrees not to plead or claim such immunity in any disputes, controversies or claims arising out of or relating to this Agreement, including in any judicial proceedings ancillary to an arbitration hereunder, including without limitation immunity from any judicial proceeding to compel arbitration, for interim relief in aid of arbitration, or to enforce any arbitral award, immunity from service of process, immunity from jurisdiction of any court, and immunity of any of its property from execution. Nothing in this Section 2.9 shall be construed as preventing any Party from seeking an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction pursuant to Section 2.10 pending final determination of the dispute by the arbitral tribunal.

Section 2.10Specific Performance. The parties hereto acknowledge that the rights of each party to consummate the transactions contemplated hereby are unique and recognize and affirm that in the event of a breach of this Agreement by any party, money damages may be inadequate and the non-breaching party may have no adequate remedy at law. Accordingly, the parties hereto agree that such non-breaching party shall have the right to enforce its rights and the other party’s obligations hereunder by an action or actions for specific performance and/or injunctive relief (without posting of bond or other security), including any order, injunction or decree sought by such non-breaching party to cause the other party to perform its/their respective agreements and covenants contained in this Agreement and to cure breaches of this Agreement, without the necessity of proving actual harm and/or damages or posting a bond or other security therefore. Each party further agrees that the only permitted objection that it may raise in response to any action for any such equitable relief is that it contests the existence of a breach or threatened breach of this Agreement.

Section 2.11Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or e-mail shall be as effective as delivery of a manually executed counterpart of the Agreement.

Section 2.12Amendment. This Agreement may be amended, modified or supplemented at any time only by the written consent of all of the parties hereto, and any amendment, modification or supplement so effected shall be binding on all of the parties hereto.

Section 2.13Rights Cumulative. Except as otherwise expressly limited by this Agreement, all rights and remedies of each of the parties under this Agreement will be cumulative, and the exercise of one or more rights or remedies will not preclude the exercise of any other right or remedy available under this Agreement or law.

Section 2.14Further Assurances. Each of the parties hereto shall execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent and purpose of this Agreement.

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Section 2.15Enforcement. Each of the parties hereto covenant and agree that the disinterested members of the Board have the right to enforce, waive or take any other action with respect to this Agreement on behalf of the Company.

Section 2.16Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

Section 2.17Conflicts. If any provision hereunder contradicts with NFC’s constitutional documents, NFC shall not be excused from any of its obligations hereunder for such contradiction.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as a deed as of the date first written above.

SIGNED and DELIVERED as a DEED	)
by NEW FRONTIER CORPORATION	)

By:	)	/s/ Carl WU
	)	Name: Carl WU
	)	Title: Director

in the presence of: )

Name: /s/ Yue CHEN

[Project Unicorn – Signature Page to Director Nomination Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as a deed as of the date first written above.

SIGNED and DELIVERED as a DEED	)
by NEW FRONTIER PUBLIC HOLDING LTD.	)

By:	)	/s/ Carl WU
	)	Name: Carl WU
	)	Title: Director

in the presence of: )

Name: /s/ Yue CHEN

[Project Unicorn – Signature Page to Director Nomination Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as a deed as of the date first written above.

SIGNED and DELIVERED as a DEED

FOSUN INDUSTRIAL CO., LIMITED

By:	/s/ Qiyu CHEN
Name:	Qiyu CHEN
Title:	Authorized Signatory

[Project Unicorn – Signature Page to Director Nomination Agreement]