HISTORY, REORGANIZATION AND CORPORATE STRUCTURE … · HISTORY, REORGANIZATION AND CORPORATE...

HISTORY, REORGANIZATION AND CORPORATE STRUCTURE

OVERVIEW

Our Group is a leading global dental prosthetic device provider operating in Hong Kong, the PRC,Europe, North America, Australia and Indian Ocean. Our two principal product lines are fixedprosthetic devices and removable prosthetic devices. We also produce other devices such asorthodontics, sport guards and anti-snoring devices.

Our history can be traced back to 1986 when MDL, which was a sole proprietorship and thepredecessor of MDLCL, was founded in Hong Kong by Mr. Chan Kwun Pan, our executive Directorand the vice-chairman of the Board, who was then a dental technician, from his personal wealthaccumulated from his savings over years. Mr. Chan Kwun Fung, our executive Director, the chairmanof the Board and brother of Mr. Chan Kwun Pan, then joined MDL as a partner in 1991. MDL mainlymanufactured dental prosthetic devices for customers in Hong Kong and its business wassubsequently transferred to MDLCL in 1992. MDLCL was our first operating subsidiary, and was thenowned as to 50% and 50% by Mr. Chan Kwun Fung and Mr. Chan Kwun Pan, respectively. WhileMr. Ngai Shing Kin was teaching as an instructor dental technologist at the Faculty of Dentistry in TheUniversity of Hong Kong in early 1990s, as a family friend of Mr. Chan Kwun Fung and Mr. Chan KwunPan, he was invited by Mr. Chan Kwun Fung and Mr. Chan Kwun Pan to join our Group as ashareholder and a director of MDLCL in 1996.

To accompany his family, Mr. Chan Kwun Pan moved to Canada from 1996 to 2000 and traveledfrequently between Canada and Hong Kong during the period between 2001 and 2011. As such, forthe convenience of managing the administrative procedures of the Group, Mr. Chan Kwun Pantransferred his interest in MDLCL without consideration to Mr. Chan Wai, father of Mr. Chan KwunPan, as an express trust arrangement. However, Mr. Chan Wai passed away in 1997. Before hisdeath, Mr. Chan Wai, with consent of Mr. Chan Kwun Pan, transferred the aforesaid interest inMDLCL to Ms. Man Foon Chun, the spouse of Mr. Chan Wai and mother of Mr. Chan Kwun Fung andMr. Chan Kwun Pan, as his replacement trustee to hold the same on trust for Mr. Chan Kwun Pan.Although Mr. Chan Kwun Pan resided in Canada from 1996 to 2000 and traveled frequently in thesubsequent decade, he, as the founder of our Group, continued to have significant involvement in thediscussions in respect of the development and management of our Group through telephonemeetings and other electronic communication. As such, Mr. Chan Kwun Pan requested Ms. ManFoon Chun to incorporate, together with other shareholders Mr. Chan Kwun Fung and Mr. Ngai ShingKin, America Holding HK and Europe Holding HK and to hold the shares thereof on trust for him. In2011, Mr. Chan Kwun Pan’s family returned to Hong Kong and Mr. Chan Kwun Pan continued to havesignificant involvement in managing the Group’s business. Over the years, Ms. Man Foon Chun actedunder the direction of Mr. Chan Kwun Pan in respect of the management and major decisions of theGroup. After Mr. Chan Kwun Pan’s family returned to Hong Kong in 2011, Mr. Chan Kwun Panplanned to have his interest in the Group transferred back to himself.

Ms. Man Foon Chun transferred back all interest in the Group to Mr. Chan Kwun Pan through twotranches:

(A) Tranche 1 — on December 17, 2012, through Share Swap I, Share Swap II and ShareSwap III (as defined in the paragraph headed “(1) Incorporation and change of share capitaland shareholding of our Company” in this section), Ms. Man Foon Chun transferred allshares in America Holding HK, Europe Holding HK and MDLCL to America Holding BVI,Europe Holding BVI and Modern Dental Holding BVI respectively. Upon completion of ShareSwap I, Share Swap II and Share Swap III, (i) all of our then subsidiaries became direct orindirect subsidiaries of our Company, (ii) Mr. Chan Kwun Fung, Mr. Chan Kwun Pan, Ms.Man Foon Chun and Mr. Ngai Shing Kin held 15,000, 3,750, 11,250, and 10,000 Shares,representing 37.5%, 9.375%, 28.125% and 25% of the issued share capital of ourCompany, respectively. Although the shareholding of Mr. Chan Kwun Pan in our Companydecreased from 37.5% to 9.375%, it was, in substance, Ms. Man Foon Chun transferringpart of her interest in the Group (i.e. interests in America Holding HK, Europe Holding HK and

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MDLCL) back to her son Mr. Chan Kwun Pan through Share Swap I, Share Swap II andShare Swap III and Ms. Man Foon Chun continued to hold Shares on trust for Mr. ChanKwun Pan.

(B) Tranche 2 — on July 18, 2014, Ms. Man Foon Chun transferred 25% interest in theCompany, being all of her interest in the Company at that time, back to Mr. Chan Kwun Pan.

The aforesaid trust arrangement between Mr. Chan Kwun Pan and Ms. Man Foon Chun has beenconfirmed by Mr. Chan Kwun Pan and Ms. Man Foon Chun pursuant to statutory declarations madeby them on October 5, 2015.

Subsequently, Mr. Chan Kwun Pan transferred part of his interest in the Company to his son,Dr. Chan Ronald Yik Long and his daughter, Ms. Chan Yik Yu in December 2014 through Triera.Details of which are described in the paragraph headed “Reorganization — (1) Incorporation andchange of share capital and shareholding of our Company” in this section.

Our businesses have grown steadily since the establishment of MDL. Seeing the PRC’s reformand opening-up policy, we moved our production line to Shenzhen, the PRC in 1992 through theSubcontracting Processing Agreement entered into among MDLCL, the Processing Party and Shun-An Factory on October 26, 1992. We therefore commenced the export of our dental prostheticdevices to overseas customers since then.

In 1998, we further developed our business in the PRC through YZJSZ, which was responsiblefor the manufacturing and the distribution of dental prosthetic devices to customers in the PRC.

In view of the growing awareness of oral health, we have been establishing our global distributionnetwork, first with our French distributors in 1996 and followed by German distributors in 1996,Australian distributors in 2000 and Dutch distributors in 2001. We successfully transformed ourbusiness model from a traditional manufacturer and wholesaler to a direct distributor to dentists anddental clinics model through acquiring and realizing synergies with successful distributors, namely theLabocast Group, the Permadental Group, the Elysee Group and the SCDL Group, in the past fewyears. These acquisitions and various incorporations of business have strengthened our presence inEurope, North America and Australia in recent years and enhanced our positioning in the globalmarket. Today our global business is being conducted through our subsidiaries, further details ofwhich are discussed in the paragraph headed “Reorganization” in this section.

As at the Latest Practicable Date, our Group consisted of 61 companies. With the adoption of ourmulti-regional strategy, we have evolved from a local manufacturer and distributor of dental prostheticdevices in Hong Kong to a leading global prosthetic device provider.

OUR MAJOR MILESTONES

The following table summarizes the major milestones in the development of our business:

Timeline Event

1986 MDL, a sole proprietorship, was established in Hong Kong to engage in the manufacturingand distribution of dental prosthetic devices.

1992

1996

MDLCL, was acquired to provide services to our Hong Kong and overseas customers.

Our production line was moved to Shenzhen, the PRC.

We commenced business relationship with the Labocast Group.

1998 YZJSZ, our first dental laboratory in the PRC, was established in Shenzhen, the PRC toprovide dental prosthetic devices in the southern PRC market.

MDLCL obtained ISO 9001:2000 international quality management systems certification.

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Timeline Event

2000 We commenced business relationship with the Permadental Group.

We commenced business relationship with the SCDL Group.

2001 We commenced business relationship with the Elysee Group.

2005 Our production line was moved to Shiling Industrial Zone, Xili Town, Nanshan, Shenzhenwhere a new production facility was built.

2006 MDLCL obtained ISO 13485:2003 international quality management systems certification forproduction and distribution of dental prosthesis.

2007 YZJSZ was awarded Top Ten Brand for Dental Prosthetics in China ( )issued by Chinese Consumer Rights Protection Center and Chinese Brand PromotionAssociation.

YZJSZ was awarded China High Integrity Enterprise Excellence Award ( ).

2011 YZJBJ was acquired by YZJSZ to develop our business in the manufacturing anddistribution of dental prosthetic devices in the northern PRC market.

The Labocast Group was acquired to develop our business in the manufacturing and tradingof dental prosthetic devices in the French and Indian Ocean market.

2012 Digitek Dental, our first raw material production center in Hong Kong, was incorporated toengage in the manufacturing and distribution of the raw materials for dental prostheticdevices.

2013 Our European headquarter was set up in the Netherlands.

Quantum Dental was acquired to develop our business in the manufacturing and trading ofdental prosthetic devices in the Canadian market.

Gold & Ceramics was acquired to develop our business in the manufacturing and trading ofdental prosthetic devices in the Australian market.

The Permadental Group was acquired to develop our business in the trading of dentalprosthetic devices in the German market.

2014 YZJSZ was awarded Premium Brand and Model Enterprise For Manufacturing Business inGuangdong Province ( ) issued by Guangdong ProvinceManufacturing Institute and Enterprise Institute of Guangdong Academy of Social Sciences.

The Elysee Group was acquired to develop our business in the manufacturing and trading ofdental prosthetic devices in the Dutch, Belgian, Danish and Spanish market.

The production facility in Troy, the United States was set up and commenced its operation.

2015 The SCDL Group was acquired to develop our business in the trading of dental prostheticdevices in the Australian market.

The production facility in Emmerich, Germany, commenced its operation.

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OUR SUBSIDIARIES

The following table summarizes our subsidiaries and their principal business activities as at theLatest Practicable Date:

Name of company Place of incorporation Date of incorporationPrincipal business

activities

MDLCL Hong Kong March 18,1988 1. Trading of dentalprosthetic devices inthe Hong Kong market2. Sourcing arm for ourown productionfacilities

Digitek Dental Hong Kong August 3, 2012 Manufacturing andtrading of parts fordental prostheticdevices

Modern Dental Macau Macau August 12, 2002 Trading of dentalprosthetic devices tothe overseas markets

MDLSZ Shenzhen, the PRC May 17, 2012 Manufacturing ofdental prostheticdevices for the HongKong and overseasmarkets

YZJSZ Shenzhen, the PRC July 20, 1998 Manufacturing andtrading of dentalprosthetic devices inthe PRC market (otherthan northern PRCmarket)

YZJBJ Beijing, the PRC December 14, 2009 Manufacturing andtrading of dentalprosthetic devices inthe northern PRCmarket

MDLDG Dongguan, the PRC August 12, 2015 Manufacturing ofdental prostheticdevices for the HongKong and overseasmarkets

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activities

Modern Dental USA Washington, theUnited States

August 17, 2009 1. Manufacturing andtrading of dentalprosthetic devices inthe United Statesmarket (other thanArizona and Georgia)2. Managing fiveservice centers locatedat Seattle, LosAngeles, Boston,Chicago andWilmington, and adigital productioncenter in Troy, theUnited States

Sundance Dental Delaware, the UnitedStates

April 21, 2014 Manufacturing andtrading of dentalprosthetic devices inthe market in Arizona,the United States

Modern Dental Savannah Delaware, the UnitedStates

October 29, 2014 Manufacturing andtrading of dentalprosthetic devices inthe market in Georgia,the United States

Quantum Dental Ontario, Canada July 1, 2013 Manufacturing andtrading of dentalprosthetic devices inWindsor, Canada

Modern Dental SolutionsB.V.

The Netherlands August 20, 2014 Investment holding

Modern Dental3dsolutions

Germany September 2, 2014 Manufacturing andtrading of dentalprosthetic devices(digital products) withintra-group companiesin Europe

Modern Dental Australia Australia May 30, 2013 Trading of dentalprosthetic devices inBrisbane, Australia

Gold & Ceramics Australia July 26, 1994 Manufacturing andtrading of dentalprosthetic devices inBrisbane, Australia

The Labocast Group

Labocast HoldingNetherlands

The Netherlands December 15, 2014 Investment holding

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activities

Labocast France December 31, 1986 Trading of dentalprosthetic devices inthe French market

Labo Ocean Indien Madagascar May 17, 1996 Manufacturing andtrading of dentalprosthetic devices inthe French and IndianOcean markets

Labo OI (Mauritius) Mauritius December 26, 2013 Trading of dentalprosthetic devices inthe Mauritian market

Labocast Technical Shenzhen, the PRC May 4, 2008 Quality assurance andtechnical consultancyfor the production ofdental prostheticdevices

The Permadental Group

Permadental HoldingB.V.

The Netherlands April 3, 2009 Investment holding

Permadental B.V. The Netherlands December 23, 1985 Trading of dentalprosthetic devices withour intra-groupcompanies in Germany

Permadental GmbH Germany March 2, 2010 Trading of dentalprosthetic devices inthe German market

Permadental ChinaLimited

Hong Kong November 1, 2007 No business operation

Semperdent Holding B.V. The Netherlands December 29, 1994 Investment holding

Semperdent B.V. The Netherlands February 11, 1991 Trading of dentalprosthetic devices withour intra-groupcompanies in Germany

Semperdent GmbH Germany October 4, 1989 Trading of dentalprosthetic devices inthe German market

The Elysee Group

Elysee Dental HoldingB.V.

The Netherlands May 28, 2009 Investment holding

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activities

Elysee Dental SolutionsB.V.

The Netherlands October 10, 2001 Manufacturing andtrading of dentalprosthetic devices inthe Dutch market

Elysee Dental Supplies &Services B.V.

The Netherlands October 31, 2006 Trading of rawmaterials tointra-group companiesin the Netherlands

TandtechnischLaboratorium J. vanNoort B.V.

The Netherlands May 8, 2000 Manufacturing andtrading of dentalprosthetic devices inthe Dutch market

T.T.L. Oosterwijk B.V. The Netherlands August 14, 1980 Manufacturing andtrading of dentalprosthetic devices inthe Dutch market

Oralscan Nederland B.V. The Netherlands July 20, 2009 Manufacturing andtrading of dentalprosthetic devices inthe Dutch market

Unortho B.V. The Netherlands August 26, 2004 No business operation

Elysee Dental EuropeB.V.

The Netherlands December 11, 2003 Investment holding

Elysee Dental BelgiumBVBA

Belgium June 9, 2008 Manufacturing andtrading of dentalprosthetic devices inthe Belgian market

Uni-Dent N.V. Belgium July 8, 1994 Manufacturing andtrading of dentalprosthetic devices inthe Belgian market

Elysee Dental Iberica S.L. Spain March 29, 2007 Trading of dentalprosthetic devices inthe Spanish market

Elysee Dental ApS Denmark March 4, 2004 Manufacturing andtrading of dentalprosthetic devices inthe Danish market

Elysee Dental Aktiebolag Sweden September 2, 2014 Trading of dentalprosthetic devices inthe Swedish market

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activities

Elysee Dental Oy Finland December 23, 2014 Trading of dentalprosthetic devices inthe Finnish market

The SCDL Group

SCDL Holdings Australia May 1, 2012 Investment holding

SCDL Finance Pty Ltd Australia May 1, 2012 Investment holding

SCDL Pty Ltd Australia May 1, 2012 Investment holding

Andent Pty Ltd Australia June 22, 1984 Manufacturing andtrading of dentalprosthetic devices inthe Australian market

Proform Australia Pty Ltd Australia February 14, 2005 Manufacturing andtrading of dentalprosthetic devices inthe Australian market

Dentmill Australia Pty Ltd Australia October 10, 2011 Manufacturing andtrading of dentalprosthetic devices inthe Australian market

BU Factory Pty Ltd Australia December 10, 2003 Investment holding

Pavona Pty Ltd Australia January 20, 1984 Trading of dentalprosthetic devices inthe Australian market

Southern Cross DentalLaboratories (NZ) Limited

New Zealand April 20, 2012 Trading of dentalprosthetic devices inthe New Zealandmarket

SCDL Ireland Ireland February 17, 2003 Trading of dentalprosthetic devices inthe Irish market

Intermediate holdingcompanies

Modern Dental HoldingBVI

The BVI August 1, 2012 Investment holding

HK Holding BVI The BVI August 2, 2012 Investment holding

Macau Holding BVI The BVI August 2, 2012 Investment holding

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activities

America Holding BVI The BVI September 10, 2012 Investment holding

America Holding HK Hong Kong August 3, 2009 Investment holding

America Holding USA Washington, theUnited States

March 22, 2013 Investment holding

Europe Holding HK Hong Kong July 14, 2011 Investment holding

Europe Holding BVI The BVI September 10, 2012 Investment holding

Europe HoldingNetherlands

The Netherlands October 1, 2013 Investment holding

Australia Holding BVI The BVI January 18, 2013 Investment holding

OUR HISTORY AND DEVELOPMENT

Set forth below are the history and development of our major operating subsidiaries prior to ourReorganization:

MDLCL

MDLCL was incorporated on March 18, 1988 in Hong Kong. It had an issued share capital ofHK$10,000 divided into 10,000 ordinary shares, all of which had been issued and were fully paid up.Prior to our Reorganization, MDLCL was owned as to 37.5%, 37.5% and 25% by Mr. Chan KwunFung, Ms. Man Foon Chun, mother of Mr. Chan Kwun Fung and Mr. Chan Kwun Pan, and Mr. NgaiShing Kin respectively.

Bauhinia Dental

Bauhinia Dental was incorporated on November 17, 2003 in Hong Kong. It had an issued sharecapital of HK$10,000 divided into 10,000 ordinary shares, all of which had been fully paid up. Prior toour Reorganization, Bauhinia Dental was owned as to 75%, 5%, 5% and 15% by MDLCL, Mr. W.K.Tang, president of YZJSZ, Mr. K.K. Wong, an Independent Third Party and Mr. Tsui Cheung Hau, anIndependent Third Party, respectively.

YZJSZ

YZJSZ was established on July 20, 1998 in Shenzhen, the PRC with an initial registered capital ofUS$190,000. Prior to our Reorganization, YZJSZ was owned as to 85% and 15% by MDLCL and Mr.K.K. Wong, an Independent Third Party, respectively.

America Holding HK

America Holding HK, was incorporated on August 3, 2009 in Hong Kong. It had an issued sharecapital of HK$10,000 divided into 10,000 ordinary shares, all of which had been fully paid up. Prior toour Reorganization, America Holding HK was owned as to 37.5%, 37.5% and 25% by Mr. ChanKwun Fung, Ms. Man Foon Chun and Mr. Ngai Shing Kin respectively.

Modern Dental USA

Modern Dental USA was formed on August 17, 2009 in Washington, the United States. It hadissued 1,000 membership interests, all of which had been fully paid. Prior to our Reorganisation,Modern Dental USA was owned as to 70% and 30% by America Holding HK and NorthwestLaboratories, Inc, an Independent Third Party.

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GROUP STRUCTURE PRIOR TO REORGANIZATION

The following chart sets forth the corporate and shareholding structure of our Group immediatelyprior to the Reorganization in the beginning of 2011:

37.5% 37.5% 25.0%

MDLCL(Hong Kong)

Man Foon Chun(Note 1)

Ngai Shing KinChan Kwun Fung

America Holding HK(Hong Kong)

85.0%

YZJSZ(PRC)

(Note 3)

75.0%

Bauhinia Dental(Hong Kong)

(Note 2)

70.0%

Modern DentalUSA

(USA)(Note 4)

Notes:

(1) Ms. Man Foon Chun held interest in MDLCL and America Holding HK on trust for Mr. Chan Kwun Pan.

(2) Bauhinia Dental was owned as to 75%, 5%, 5% and 15% by MDLCL, Mr. W.K. Tang, president of YZJSZ, Mr. K.K. Wong,an Independent Third Party and Mr. Tsui Cheung Hau, an Independent Third Party, respectively.

(3) YZJSZ was owned as to 85% and 15% by MDLCL and Mr. K.K. Wong, an Independent Third Party, respectively.

(4) Modern Dental USA was owned as to 70% and 30% by America Holding HK and Northwest Laboratories Inc., anIndependent Third Party, respectively.

REORGANIZATION

We underwent the Reorganization, which included the following steps since 2011:

(1) Incorporation and change of share capital and shareholding of our Company

On July 5, 2012, our Company was incorporated in the Cayman Islands as an exempted limitedliability company, to act as the holding company of our Group for the Listing.

On July 5, 2012, our Company allotted and issued one Share, credited as fully paid at par ofUS$1.00, to NovaSage Nominees (Cayman) Limited, an Independent Third Party as an initialsubscriber and such one Share was transferred to Mr. Chan Kwun Fung for a cash consideration ofUS$1.00, being the then par value of the Share. On the same day, our Company allotted and issued3,749, 3,750 and 2,500 Shares of a nominal value of US$1.00 each to Mr. Chan Kwun Fung, Mr. ChanKwun Pan and Mr. Ngai Shing Kin, respectively, credited as fully paid. Upon completion of theaforesaid share transfers and share issues, Mr. Chan Kwun Fung, Mr. Chan Kwun Pan and Mr. NgaiShing Kin held 3,750, 3,750 and 2,500 Shares, representing 37.5%, 37.5% and 25% of the issuedshare capital of our Company, respectively.

On December 17, 2012, for the purpose of consolidating the ownership of our then subsidiaries,we underwent three restructuring transactions. Mr. Chan Kwun Fung, Ms. Man Foon Chun and Mr.Ngai Shing Kin transferred 3,750, 3,750 and 2,500 shares in America Holding HK, representing37.5%, 37.5% and 25% of its issued shares capital, respectively, to America Holding BVI, inconsideration of the Company allotting and issuing 3,750, 3,750 and 2,500 Shares of a nominal valueof US$1.00 each to Mr. Chan Kwun Fung, Ms. Man Foon Chun and Mr. Ngai Shing Kin, respectively,

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credited as fully paid (“Share Swap I”). Mr. Chan Kwun Fung, Ms. Man Foon Chun and Mr. NgaiShing Kin transferred 3,750, 3,750 and 2,500 shares in Europe Holding HK, representing 37.5%,37.5% and 25% of its issued shares capital, respectively, to Europe Holding BVI, in consideration ofthe Company allotting and issuing 3,750, 3,750 and 2,500 Shares of a nominal value of US$1.00 eachto Mr. Chan Kwun Fung, Ms. Man Foon Chun and Mr. Ngai Shing Kin, respectively, credited as fullypaid (“Share Swap II”). Mr. Chan Kwun Fung, Ms. Man Foon Chun and Mr. Ngai Shing Kintransferred 3,750, 3,750 and 2,500 shares in MDLCL, representing 37.5%, 37.5% and 25% of itsissued shares capital, respectively, to Modern Holding BVI, in consideration of the Company allottingand issuing 3,750, 3,750 and 2,500 Shares of a nominal value of US$1.00 each to Mr. Chan KwunFung, Ms. Man Foon Chun and Mr. Ngai Shing Kin, respectively, credited as fully paid (“Share SwapIII”). Upon completion of Share Swap I, Share Swap II and Share Swap III (the “Restructuring”), (i) allof our then subsidiaries became direct or indirect subsidiaries of our Company; and (ii) Mr. ChanKwun Fung, Mr. Chan Kwun Pan, Ms. Man Foon Chun and Mr. Ngai Shing Kin held 15,000, 3,750,11,250, and 10,000 Shares, representing 37.5%, 9.375%, 28.125% and 25% of the issued sharecapital of our Company, respectively. Although the shareholding of Mr. Chan Kwun Pan in ourCompany decreased from 37.5% to 9.375%, it was, in substance, Ms. Man Foon Chun transferringpart of her interest in the Group (i.e. interests in America Holding HK, Europe Holding HK and MDLCL)back to her son Mr. Chan Kwun Pan through Share Swap I, Share Swap II and Share Swap III. Ms.Man Foon Chun continued to hold the Shares on trust for Mr. Chan Kwun Pan.

The following chart sets forth the corporate and shareholding structure of our Group immediatelyafter the Restructuring on December 17, 2012:

100% 100% 100% 100% 100%

100% 100% 100% 100% 75% 85% 100%

70% 65%

100%

Bauhinia Dental(Hong Kong)

(Note 2)

Digitek Dental(Hong Kong)

HK Holding BVI(BVI)

America Holding BVI(BVI)

Europe Holding HK(Hong Kong)

Europe Holding BVI(BVI)

Macau Holding BVI(BVI)

Modern DentalMacau

(Macau)

MDLCL(Hong Kong)

YZJBJ(PRC)

(Note 7)

MDLSZ(PRC)

YZJSZ(PRC)

(Note 3)


Labocast(France)(Note 5)

70%70%

Labo OceanIndien

(Madagascar)(Note 6)

LabocastTechnical

(PRC)

Modern Dental USA(USA)

(Note 4)

37.5% 9.375% 28.125% 25%

Chan Kwun Fung Chan Kwun PanMan Foon Chun

(Note 1)Ngai Shing Kin

100%

The Company(Cayman Islands)

Modern Dental Holding BVI(BVI)

Notes:

(1) Ms. Man Foon Chun held interest in the Company on trust for Mr. Chan Kwun Pan.

(2) Bauhinia Dental was owned as to 75%, 5%, 5% and 15% by MDLCL, Mr. W.K. Tang, president of YZJSZ, Mr. K.K. Wong,an Independent Third Party and Mr. Tsui Cheung Hau, an Independent Third Party, respectively.

(3) YZJSZ was owned as to 85% and 15% by MDLCL and Mr. K.K. Wong, an Independent Third Party, respectively.

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(4) Modern Dental USA was owned as to 70% and 30% by America Holding HK and Northwest Laboratories Inc., anIndependent Third Party, respectively.

(5) Labocast was owned as to 70% and 30% by Europe Holding HK and Mr. G. Scialom, a director of our subsidiariesrespectively.

(6) Labo Ocean Indien was owned as to 70% and 30% by Europe Holding HK and Mr. G. Scialom, a director of oursubsidiaries respectively.

(7) YZJBJ was owned as to 65%, 25% and 10% by YZJSZ, Mr. Y.C. Jiang, a supervisor of YZJBJ and finance manager ofMDLSZ, and Mr. Y. Wang, an Independent Third Party, respectively.

On September 28, 2013, our Company allotted and issued 1,860,000, 465,000, 1,238,750 and1,396,250 Shares of a nominal value of US$1.00 each to Mr. Chan Kwun Fung, Mr. Chan Kwun Pan,Ms. Man Foon Chun and Mr. Ngai Shing Kin, respectively, credited as fully paid, for the purpose ofincreasing the share capital of our Company. Upon completion of the aforesaid share issues,Mr. Chan Kwun Fung, Mr. Chan Kwun Pan, Ms. Man Foon Chun and Mr. Ngai Shing Kin held1,875,000, 468,750, 1,250,000 and 1,406,250 Shares, representing 37.5%, 9.375%, 25% and28.125% of the issued share capital of our Company, respectively.

On July 18, 2014, (i) Ms. Man Foon Chun transferred 1,250,000 Shares, representing all of thethen interests she held on trust for Mr. Chan Kwun Pan, back to Mr. Chan Kwun Pan for a cashconsideration of US$1.00, which was settled in July 2014; (ii) Mr. Ngai Shing Kin transferred 500,000Shares to his son Mr. Ngai Chi Ho Alwin as a family arrangement at a cash consideration of US$1.00,which was settled in July 2014; and (iii) Mr. Ngai Shing Kin transferred 156,250 Shares to Mr. ChanKwun Pan for a cash consideration of US$156,250.00 at US$1.00 per Share, which was based on thethen par values of the Shares and settled in July 2014. Upon completion of the aforesaid sharetransfers, Mr. Chan Kwun Fung, Mr. Chan Kwun Pan, Mr. Ngai Shing Kin and Mr. Ngai Chi Ho Alwinheld 1,875,000, 1,875,000, 750,000 and 500,000 Shares, representing 37.5%, 37.5%, 15% and 10%of the issued share capital of our Company, respectively.

On December 19, 2014, Mr. Chan Kwun Fung and Mr. Chan Kwun Pan transferred in aggregate3,750,000 Shares and assigned shareholder’s loan in the amount of HK$288,000,000 to Triera, inconsideration of Triera allotting and issuing 40, 10, 16 and 14 shares to Mr. Chan Kwun Fung,Mr. Chan Kwun Pan, Dr. Chan Ronald Yik Long and Ms. Chan Yik Yu, respectively, at the direction ofMr. Chan Kwun Fung and Mr. Chan Kwun Pan as a family arrangement.

On December 19, 2014, Mr. Ngai Shing Kin transferred 750,000 Shares and assignedshareholder’s loan in the amount of HK$57,600,000 to Prosperity Worldwide, in consideration ofProsperity Worldwide in aggregate allotting and issuing two shares to Mr. Ngai Shing Kin.

On December 19, 2014, Mr. Ngai Chi Ho Alwin transferred 500,000 Shares and assignedshareholder’s loan in the amount of HK$38,400,000 to NCHA, in consideration of NCHA in aggregateallotting and issuing two shares to Mr. Ngai Chi Ho Alwin.

On December 22, 2014, our Company allotted and issued 81,140 Shares at HK$35,003,796, at asubscription price of HK$431.40 per Share, representing approximately 1.5776% of its issued sharecapital as at completion, to Mr. G. Scialom, a director of our subsidiaries, which was based on theestimated enterprise value of our Company as at December 31, 2013 and settled in December 2014.

On December 22, 2014, our Company allotted and issued 28,627 Shares at HK$12,349,687.80,at a subscription price of HK$431.40 per Share, representing approximately 0.5566% of its issuedshare capital as at completion, to Mr. W.K. Tang, president of YZJSZ, which was based on theestimated enterprise value of our Company as at December 31, 2013 and settled in February 2015.

On December 22, 2014, our Company allotted and issued 21,468 Shares at HK$9,261,295.20, ata subscription price of HK$431.40 per Share, representing approximately 0.4174% of its issued sharecapital as at completion, to Mr. K.K. Wong, an Independent Third Party, which was based on theestimated enterprise value of our Company as at December 31, 2013 and settled in February 2015.

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On December 22, 2014, our Company allotted and issued 12,025 Shares at HK$5,187,585, at asubscription price of HK$431.40 per Share, representing approximately 0.2338% of its issued sharecapital as at completion, to Mr. W.C. Chung, a director, the general manager and the legalrepresentative of YZJBJ, which was based on the estimated enterprise value of our Company as atDecember 31, 2013 and settled in February 2015.

On May 11, 2015, our Company underwent a share sub-division such that every issued andunissued Share of a par value of US$1.00 each in the capital of our Company was sub-divided into1,000,000,000 Shares of a par value of US$0.01 each. After such share sub-division, the authorizedshare capital of our Company became US$10,000,000 divided into 1,000,000,000 Shares of a parvalue of US$0.01 each.

On June 19, 2015, our Company allotted and issued 5,131,000 Shares of a nominal value ofUS$0.01 each, representing approximately 0.99% of its issued share capital, to the Pre-IPO RSUNominee pursuant to the Pre-IPO RSU Scheme, credited as fully paid. Details of the Pre-IPO RSUScheme are set out under the section headed “Statutory and General Information — E. Pre-IPO RSUScheme” in Appendix IV to this prospectus.

The aforesaid transfers of the Shares have been properly and legally completed and settled.

(2) Incorporation and change of shareholding of our intermediate holding companies

Modern Dental Holding BVI

On August 1, 2012, our Company incorporated Modern Dental Holding BVI in the BVI for thepurpose of holding the subsidiaries of our Group. On the same day, Modern Dental Holding BVIallotted and issued 50,000 ordinary shares of a nominal value of US$1.00 each, representing 100% ofits issued shares, to our Company, credited as fully paid.

HK Holding BVI

On August 2, 2012, Modern Dental Holding BVI incorporated HK Holding BVI in the BVI for thepurpose of holding the subsidiary of the Group in Hong Kong. On the same day, HK Holding BVIallotted and issued 50,000 ordinary shares of a nominal value of US$1.00 each, representing 100% ofits issued shares, to Modern Dental Holding BVI, credited as fully paid.

Macau Holding BVI

On August 2, 2012, Modern Dental Holding BVI incorporated Macau Holding BVI in the BVI forthe purpose of holding the subsidiary in Macau. On the same day, Macau Holding BVI allotted andissued 50,000 ordinary shares of a nominal value of US$1.00 each, representing 100% of its issuedshares, to Modern Dental Holding BVI, credited as fully paid.

America Holding BVI

On September 10, 2012, Modern Dental Holding BVI incorporated America Holding BVI in the BVIfor the purpose of holding the subsidiaries of our Group in America. On the same day, AmericaHolding BVI allotted and issued 50,000 ordinary shares of a nominal value of US$1.00 each,representing 100% of its issued shares, to Modern Dental Holding BVI, credited as fully paid.

America Holding HK

As described under the paragraph headed “Reorganization — (1) Incorporation and change ofshare capital and shareholding of our Company” in this section, on December 17, 2012, AmericaHolding HK underwent Share Swap I, according to which Mr. Chan Kwun Fung, Ms. Man Foon Chun

— 168 —


and Mr. Ngai Shing Kin transferred 3,750, 3,750 and 2,500 shares in America Holding HK,representing 37.5%, 37.5% and 25% of its issued share capital, respectively, to America Holding BVI,in consideration of our Company allotting and issuing 3,750, 3,750 and 2,500 shares of a nominalvalue of US$1.00 each to Mr. Chan Kwun Fung, Ms. Man Foon Chun and Mr. Ngai Shing Kin,respectively, credited as fully paid.

America Holding USA

On March 22, 2013, America Holding USA was incorporated in Washington, the United States forthe purpose of holding the subsidiaries of the Group in America. On March 27, 2013, America HoldingUSA issued 10 shares at US$100, representing 100% of its issued shares, to America Holding BVI,credited as fully paid.

Europe Holding HK

On July 14, 2011, Europe Holding HK was incorporated in Hong Kong for the purpose of holdingthe subsidiaries of the Group in Europe and the Indian Ocean. On the same day, Europe Holding HKallotted and issued one share of HK$1.00, credited as fully paid, to GNL 11 Limited, an IndependentThird Party as an initial subscriber. On July 18, 2011, Europe Holding HK allotted and issued 3,750,3,750 and 2,499 ordinary shares of a nominal value of HK$1.00 each to Mr. Chan Kwun Fung,Ms. Man Foon Chun and Mr. Ngai Shing Kin, respectively, credited as fully paid. On August 2, 2011,GNL 11 Limited, transferred one share of Europe Holding HK to Mr. Ngai Shing Kin for a cashconsideration of HK$1.00, being the then par value of the share. Upon the completion of the aforesaidshare transfer and share issues, Mr. Chan Kwun Fung, Ms. Man Foon Chun and Mr. Ngai Shing Kinheld 3,750, 3,750 and 2,500 ordinary shares in Europe Holding HK, representing 37.5%, 37.5% and25% of its issued share capital, respectively.

As described under the paragraph headed “Reorganization — (1) Incorporation and change ofshare capital and shareholding of our Company” in this section, on December 17, 2012, EuropeHolding HK underwent Share Swap II, according to which Mr. Chan Kwun Fung, Ms. Man Foon Chunand Mr. Ngai Shing Kin transferred 3,750, 3,750 and 2,500 shares in Europe Holding HK, representing37.5%, 37.5% and 25% of its issued share capital, respectively, to Europe Holding BVI, inconsideration of our Company allotting and issuing 3,750, 3,750 and 2,500 Shares of a nominal valueof US$1.00 each to Mr. Chan Kwun Fung, Ms. Man Foon Chun and Mr. Ngai Shing Kin, respectively,credited as fully paid.

Europe Holding BVI

On September 10, 2012, Modern Dental Holding BVI incorporated Europe Holding BVI in the BVIfor the purpose of holding the subsidiaries of the Group in Europe and the Indian Ocean. On the sameday, Europe Holding BVI allotted and issued 50,000 ordinary shares of a nominal value of US$1.00each, representing 100% of its issued shares, to Modern Dental Holding BVI, credited as fully paid.

Europe Holding Netherlands

On October 1, 2013, Europe Holding HK incorporated Europe Holding Netherlands in theNetherlands for the purpose of holding the subsidiaries of the Group in Europe and the Indian Ocean.On the same day, Europe Holding Netherlands issued 1 share of a nominal value of €1.00,representing 100% of its issued share capital, to Europe Holding HK, credited as fully paid.

On November 1, 2013, Europe Holding Netherlands issued (i) 9,400 class A shares of a nominalvalue of €0.01 each to Europe Holding HK; and (ii) 434 class A shares of a nominal value of €0.01 eachand 66 class B shares of a nominal value of €0.01 each to MK Participations B.V., credited as fullypaid. Upon the completion of the aforesaid share issues, Europe Holding HK and MK ParticipationsB.V. held 95% and 5% of the issued share capital of Europe Holding Netherlands, respectively.

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On November 1, 2013, the articles of association of Europe Holding Netherlands were amendedas a result of which the then issued outstanding share was divided into 100 class A shares of €0.01per share and a separate class B shares was created.

On February 9, 2015, to consolidate the ownership of Europe Holding HK in Europe HoldingNetherlands, Europe Holding HK acquired 434 class A shares and 66 class B shares in EuropeHolding Netherlands, representing 4.34% and 0.66% of its issued share capital, respectively, fromMK Participations B.V., by virtue of an advance liquidation distribution made by MK ParticipationsB.V. to its sole shareholder, Europe Holding HK in connection with the dissolution of MKParticipations B.V. as set out below. Upon the completion of the aforesaid share transfer, EuropeHolding Netherlands became an indirect wholly-owned subsidiary of our Company.

MK Participations B.V.

On October 31, 2013, Europe Holding HK and Spitznagel, a company wholly-owned byMr. K.D.H. Spitznagel, a director of our subsidiaries, incorporated MK Participations B.V. in theNetherlands. On the same day, MK Participations B.V. allotted and issued 868 class A shares of€0.01 per share to Europe Holding HK, and 132 class B shares of €0.01 per share to Spitznagel,representing 86.8% and 13.2% of its issued share capital, respectively, credited as fully paid.

To simplify the group structure, our Group decided to dissolve MK Participations B.V. by takingthe following steps. On December 19, 2014, Europe Holding HK acquired 132 class B shares in MKParticipations B.V., representing 13.2% of its issued share capital, from Spitznagel. The initialpurchase price for the aforesaid shares held by Spitznagel in MK Participations B.V. amounted toEUR175,000 but may vary depending on future circumstances and events pursuant to the sharepurchase agreement between Europe Holding HK and Spitznagel dated December 17, 2014. Theparties have opted for a deferred final settlement of the purchase price for the shares sold bySpitznagel to Europe Holding HK in order to give substance to the arrangements made withSpitznagel and Mr. K.D.H. Spitznagel, a director of our subsidiaries, in the participation andshareholders agreement dated November 1, 2013 (the “PSHA”). The aforesaid future circumstancesand events pertain to the event that either Mr. K.D.H. Spitznagel ceases to be employed by EuropeHolding Netherlands and its subsidiaries from time to time, a liquidity event occurs, Europe HoldingHK Limited exercises its (notional) call option (as was included in the PSHA) in order to acquire theordinary B shares held by Spitznagel, or neither of the aforementioned situations or events occurwithin the timeframes set for each of these situations or events. In the latter case Spitznagel orMr. K.D.H. Spitznagel may give notice of making or requiring payment of the purchase price to bepaid after January 1, 2018. The purchase price for the shares held by Spitznagel in MK ParticipationsB.V. was determined on an arm’s-length basis and was partly settled in December 2014. Upon thecompletion of the aforesaid share transfer, Europe Holding HK held 100% of the issued share capitalof MK Participations B.V. On January 29, 2015, Europe Holding HK passed the resolution to dissolveMK Participation B.V. and the dissolution was registered with The Netherlands Chamber ofCommerce Commercial Register on February 5, 2015. MK Participations B.V. was deregistered fromThe Netherlands Chamber of Commerce Commercial register on May 7, 2015.

Labocast Holding Netherlands

On December 15, 2014, Europe Holding HK incorporated Labocast Holding Netherlands in theNetherlands for the purpose of holding the Labocast Group. On the same day, Labocast HoldingNetherlands allotted and issued 100 shares of €1.00 each, representing 100% of its issued sharecapital, to Europe Holding HK, credited as fully paid.

On December 19, 2014, Europe Holding Netherlands acquired 100 shares of €1.00 each inLabocast Holding Netherlands representing 100% of its issued share capital, from Europe Holding HKby way of voluntary share premium contribution in kind on its shares held in Europe HoldingNetherlands. Upon the completion of the aforesaid share transfer, Europe Holding Netherlands held100% of the issued share capital in Labocast Holding Netherlands.

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Australia Holding BVI

On January 18, 2013, Modern Dental Holding BVI incorporated Australia Holding BVI in the BVIfor the purpose of holding subsidiaries of the Group in Australia. On the same day, Australia HoldingBVI allotted and issued 50,000 ordinary shares of nominal value of US$1.00 each, representing 100%of its issued shares, to Modern Dental Holding BVI, credited as fully paid.

(3) Reorganization in Hong Kong and Macau

Digitek Dental

On August 3, 2012, Digitek Dental was incorporated in Hong Kong for the purpose ofmanufacturing and trading of dental prosthetic devices and its related parts. On the same day, DigitekDental allotted and issued one share of a nominal value of HK$1.00, credited as fully paid, to GNL 12Limited, an Independent Third Party as an initial subscriber; and such one share was transferred toHK Holding BVI for a cash consideration of HK$1.00, being the nominal value of the share. On thesame day, Digitek Dental allotted and issued 9,999 shares of a nominal value of HK$1.00 each to HKHolding BVI, credited as fully paid. Upon the completion of the aforesaid share issue and sharetransfers, HK Holding BVI held 10,000 ordinary shares of Digitek Dental, representing 100% of itsissued share capital.

Modern Dental Macau

On November 23, 2012, Macau Holding BVI acquired the capital interest of MOP$100,000 inModern Dental Macau, representing 100% of its issued share capital, from Mr. Cheng Hing LamEdmund, an Independent Third Party, for a cash consideration of MOP$100,000, which was based onthe nominal value of Modern Dental Macau’s shares and declared settled by the parties. We acquiredModern Dental Macau as our trading office for the overseas markets.

MDLCL

As described under the paragraph headed “Reorganization — (1) Incorporation and change ofshare capital and shareholding of our Company” in this section, on December 17, 2012, MDLCLunderwent Share Swap III, according to which Mr. Chan Kwun Fung, Ms. Man Foon Chun andMr. Ngai Shing Kin transferred 3,750, 3,750 and 2,500 shares in MDLCL representing 37.5%, 37.5%and 25% of its issued share capital, respectively, to Modern Dental Holding BVI, in consideration ofour Company allotting and issuing 3,750, 3,750 and 2,500 Shares of US$1.00 per Share, to Mr. ChanKwun Fung, Ms. Man Foon Chun and Mr. Ngai Shing Kin, respectively, credited as fully paid.

Bauhinia Dental

Bauhinia Dental was disposed of by our Group during the Track Record Period. Bauhinia Dentalis principally engaged in trading of raw materials and equipments for dental devices and oral careproducts such as toothbrushes. We disposed of Bauhinia Dental as such trading business was not inline with the business of our Group as a prosthetic device provider.

On December 29, 2012, (i) MDLCL; (ii) Mr. W.K. Tang, president of YZJSZ; (iii) Mr. K.K. Wong, anIndependent Third Party; and (iv) Mr. Tsui Cheung Hau, an Independent Third Party, as vendors,disposed of the entire issued share capital of Bauhinia Dental, to (i) Forever Summit, a companywholly-owned by Mr. Chan Kwun Fung, Mr. Chan Kwun Pan and Mr. Ngai Shing Kin as to 37.5%,37.5% and 25% respectively; and (ii) Ocset Holding Limited, an Independent Third Party, for aconsideration of HK$987,605.92, of which HK$740,704.44 was paid to MDLCL. The considerationwas determined based on the net asset value of Bauhinia Dental as at December 31, 2012 and settledin May 2013. Upon completion of the aforesaid share transfers, Bauhinia Dental became wholly-owned by Forever Summit and Ocset Holding Limited as to 20% and 80%, respectively.

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(4) Reorganization in the PRC

MDLSZ

On May 17, 2012, MDLCL established MDLSZ, a wholly foreign-owned enterprise, in Shenzhen,the PRC as an indirect wholly-owned subsidiary of our Company, with initial registered capital ofRMB40 million. As introduced under the paragraph headed “Overview” in this section, prior to theestablishment of MDLSZ, we produced our products through the Subcontracting ProcessingAgreement. According to the relevant PRC laws and regulations, a typical processing arrangementsuch as the Subcontracting Processing Agreement involves the supply of raw materials, equipmentand packaging materials from outside the PRC by a foreign party, and the processing by a party fromthe PRC of these materials pursuant to a processing agreement and a processing fee paid by theforeign party. The finished products will be transferred to the foreign party for sale outside the PRC.On August 28, 2008, to encourage the investment of foreign owned enterprises, the General Office ofthe People’s Government of Shenzhen Municipality ( ) promulgated the policy onthe promotion of the transformation of contract processing enterprises in Shenzhen into foreignowned enterprises at the original place without disruption to the production activities( ) (the “Transformation Guidance”). OnMarch 21, 2012, MDLCL made an application to seek the transformation and upgrade of Shun-AnFactory into MDLSZ pursuant to the Transformation Guidance. On April 14, 2012, the Economy,Trade and Information Commission of Shenzhen Municipality ( ) approvedthe transformation and upgrade of Shun-An Factory into MDLSZ. On April 19, 2012, the People’sGovernment of Shenzhen Municipality ( ) issued the Certificate of Approval forEstablishment of Enterprises with investment of Taiwan, Hong Kong, Macau and Overseas Chinese inthe PRC ( ). On May 17, 2012, the Market SupervisionAdministration of Shenzhen Municipality* ( ) issued MDLSZ’s business license( ). Subsequently, the machineries and equipments of Shun-An Factory, which wereowned by MDLCL pursuant to the Subcontracting Processing Agreement, were transferred to MDLSZas its registered capital on September 5, 2013. The Subcontracting Processing Agreement expired onMay 31, 2013 and Shun-An Factory was deregistered on August 22, 2014.

On July 19, 2005, Shun-An Factory established Nanshan Training Center, which mainly engagesin providing technician training to students in Shenzhen, the PRC. On March 5, 2013, as Shun-AnFactory was in the process of deregistration, the sponsor ( ) of the Nanshan Training Center waschanged to MDLSZ without compensation pursuant to the approval of the Shenzhen Nanshan DistrictHuman Resources Bureau ( ). As advised by our PRC legal advisors, (i) theNanshan Training Center is not entitled to engage in profit-making business; (ii) the sponsor ( ),i.e. MDLSZ is also not entitled to the right of shareholders, dividends or the profits or residue assetsupon liquidation; and (iii) all the key decision-making power over important business decisions of theNanshan Training Center rests on the board of directors of the Nanshan Training Center rather thanMDLSZ.

YZJSZ

On May 20, 2013, Mr. W.K. Tang, president of YZJSZ, acquired 3% and 7% of the equity interestin YZJSZ from MDLCL and Mr. K.K. Wong, an Independent Third Party, respectively, for a cashconsideration of RMB294,000 and RMB686,000 respectively, which were determined on an arm’slength basis and settled in May, 2013.

On February 27, 2015, MDLCL acquired 10% and 8% of the equity interest in YZJSZ fromMr. W.K. Tang, president of YZJSZ, and Mr. K.K. Wong, an Independent Third Party, respectively, fora cash consideration of RMB3,260,000 and RMB2,608,000, respectively, which were determined onan arm’s length basis and settled in June 2015. Upon the completion of the aforesaid interest transfer,YZJSZ became an indirect wholly-owned subsidiary of our Company.

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Our PRC legal advisors, Jingtian & Gongcheng, has confirmed that the acquisition of the18% equity interest in YZJSZ had been legally completed and all the necessary approvals from therelevant authorities had been obtained.

YZJBJ

On December 31, 2011, YZJSZ acquired 65% of the equity interest in YZJBJ from Mr. Liu ZhaoNing, an Independent Third Party, for a cash consideration of RMB650,000, which was determinedbased on the registered capital of YZJBJ and settled in April 2014.

On December 1, 2014, YZJSZ acquired 10% of the equity interest in YZJBJ from Mr. Y. Wang, anIndependent Third Party, for a cash consideration of RMB270,000, which was determined on anarm’s-length basis and settled in December 2014.

On March 24, 2015, YZJSZ acquired 25% of the equity interest in YZJBJ from Mr. Y.C. Jiang, asupervisor of YZJBJ and finance manager of MDLSZ, for a cash consideration of RMB675,000, whichwas determined on an arm’s length basis and settled in March, 2015. Upon the completion of theaforesaid interest transfer, YZJBJ became an indirect wholly-owned subsidiary of our Company.

Our PRC legal advisors, Jingtian & Gongcheng, has confirmed that the acquisition of the aboveequity interest in YZJBJ had been legally completed and all the necessary approvals from the relevantauthorities had been obtained.

MDLDG

On August 12, 2015, MDLCL established MDLDG, a limited liability company, in Dongguan, thePRC as an indirect wholly-owned subsidiary of our Company, with initial registered capital ofRMB75 million for manufacturing and trading medical devices in the PRC market.

The following chart sets out the simplified organization structure of our key subsidiaries in HongKong, Macau and the PRC after completion of the Reorganization in these regions:

Modern Dental Holding BVI(BVI)

100%

Modern DentalMacau

(Macau)

100%

Macau Holding BVI(BVI)

100%

MDLSZ(PRC)

100%

YZJSZ(PRC)

100%

MDLDG(PRC)

100%

MDLCL(Hong Kong)

100%

Digitek Dental(Hong Kong)

100%

HK Holding BVI(BVI)

100%

YZJBJ(PRC)

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(5) Reorganization in America

Modern Dental USA

On April 1, 2013, to consolidate the ownership in Modern Dental USA, America Holding HK andAmerica Holding USA acquired 290 and 10 membership interests in Modern Dental USA, representing29% and 1% of its issued membership interests, respectively, from Northwest Laboratories, Inc., anIndependent Third Party, for a cash consideration of US$1,000,000, which was determined on anarm’s-length basis and settled in April 2013. Upon the completion of the aforesaid acquisition,Modern Dental USA became an indirect wholly-owned subsidiary of our Company.

Quantum Dental

On July 1, 2013, to develop our business in Canada, America Holding HK acquired in aggregate70% of issued share capital in Quantum Dental, a corporation amalgamated under the laws of theProvince of Ontario in Canada, from (i) 2040547 Ontario Ltd, a company incorporated under the lawsof the Province of Ontario in Canada and wholly-owned by Girard Holdings, a company wholly-ownedby Mr. M.P. Girard, being a director of Quantum Dental and a manager of Sundance Dental andModern Dental Savannah, and his spouse Ms. Tina Girard, and (ii) Ms. Amy Sebestyen and herspouse Mr. Shane Sebestyen, who is the step-son of Mr. M.P. Girard, for a cash consideration ofCAD$2,557,000, which was determined on an arm’s-length basis with CAD$1,278,500 settled in June2013 and the remaining consideration of CAD$1,278,500 settled in July 2014.

Sundance Dental

On May 20, 2014, to develop our business in Arizona, the United States, Modern Dental USAacquired 700 membership interests in Sundance Dental, a company formed in Delaware, the UnitedStates, representing 70% of its issued membership interests, from Dearien Holdings, a companywholly-owned by Mr. Steven Dearien, a manager of Sundance Dental and his spouse Ms. AimeeDearien in equal shares, for a cash consideration of US$1,900,200 and subject to four milestonepayments, which was determined on arm’s length basis, of which US$1,900,200 was settled in May2015. On each of the anniversary dates of the four milestone years, if the net revenue of SundanceDental meets or exceeds a target, we will pay a milestone payment in the amount of US$100,000 tothe vendors.

Modern Dental Savannah

On October 29, 2014, to develop our business in Georgia, the United States, Modern DentalSavannah was formed in Delaware, the United States. On December 10, 2014, Modern DentalSavannah issued 700 and 300 membership interests to Modern Dental USA and Wheelhouse Dental,a company wholly-owned by Mr. Matthew Wheelan, representing 70% and 30% of its issuedmembership interests, respectively, credited as fully paid.

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The following chart sets out the subsidiaries of the Group in America immediately after the issueof the aforesaid membership interests as at December 10, 2014:

1%

70% 70%

99%70%

Modern DentalUSA

(USA)

America Holding USA(USA)


Quantum Dental(Canada)(Note 1)

Modern DentalSavannah

(USA)(Note 2)

Sundance Dental(USA)

(Note 3)

Notes:

(1) Quantum Dental is owned as to (i) 70% by America Holding HK, (ii) 15% by Mr. Shane Sebestyen, the step-son ofMr. M.P. Girard, and (iii) 15% by 2040547 Ontario Ltd, a company wholly owned by Girard Holdings, a company wholly-owned by Mr. M.P. Girard and his spouse Ms. Tina Girard. Mr. M.P. Girard is a director and a manager of our subsidiaries.

(2) Modern Dental Savannah is owned as to 70% by Modern Dental USA and 30% by Wheelhouse Dental, a company wholly-owned by Mr. Matthew Wheelan.

(3) Sundance Dental is owned as to 70% by Modern Dental USA and 30% by Dearien Holdings, a company wholly-owned byMr. Steven Dearien, a manager of Sundance Dental and his spouse Ms. Aimee Dearien in equal shares.

(6) Reorganization in Europe and Indian Ocean

The Labocast Group

On August 12, 2011, to develop our business in France and the Indian Ocean, Europe HoldingHK acquired in aggregate 3,500 shares in Labocast, representing 70% of its issued share capital, andin aggregate 70 shares in Labo Ocean Indien, representing 70% of its issued share capital, from theLabocast Vendors, for a cash consideration of €8,962,107, which was determined on an arm’s-lengthbasis and settled in August 2012 (the “Labocast Acquisition I”). The Labocast Vendors were thenIndependent Third Parties prior to Labocast Acquisition I.

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The following chart sets out the simplified organization structure of the Labocast Groupimmediately after the completion of the Labocast Acquisition I as at September 1, 2011:

70% 70%

100%


Labocast(France)(Note 1)

LabocastTechnical

(PRC)

Labo OceanIndien

(Madagascar)(Note 2)

LabocastGroup as at

September 1, 2011

Notes:

(1) Labocast was owned as to 70%, and 30% by Europe Holding HK and Mr. G. Scialom, a director of our subsidiariesrespectively.

(2) Labo Ocean Indien was owned as to 70% and 30% by Europe Holding HK and Mr. G. Scialom, a director of oursubsidiaries respectively.

On December 26, 2013, to develop our business in Mauritius, Europe Holding HK and Sky AlliedDevelopment Limited, a company incorporated in Hong Kong, which held 30% interest in Labo OI(Mauritius) for the benefit of Mr. G. Scialom, a director of our subsidiaries, incorporated Labo OI(Mauritius) in Mauritius. On the same day, Labo OI (Mauritius) allotted and issued 700 and 300ordinary shares at MUR1.00 per share, representing 70% and 30% of its issued share capital, toEurope Holding HK and Sky Allied Development Limited, respectively, credited as fully paid.

On December 19, 2014, Labocast Holding Netherlands acquired (i) 1,500 shares in Labocast,representing 30% of its issued share capital from Mr. G. Scialom, a director of our subsidiaries, (ii) 30shares in Labo Ocean Indien, representing 30% of its issued share capital, from Mr. G. Scialom, adirector of our subsidiaries, and (iii) 300 shares in Labo OI (Mauritius), representing 30% of its issuedshare capital, from Sky Allied Development Limited for a cash consideration of €5 million in aggregate,which was determined on an arm’s-length basis and settled in January 2015 (the “LabocastAcquisition II”). Our Group then underwent intra-group share transfer to consolidate the ownership inthe Labocast Group. On December 19, 2014, Labocast Holding Netherlands acquired (i) 3,500 sharesin Labocast, representing 70% of its issued share capital, (ii) 69 shares in Labo Ocean Indien,representing 69% of its issued share capital, and (iii) 700 shares in Labo OI (Mauritius), representing70% of its issued share capital, from Europe Holding HK, by way of voluntary share premiumcontribution in kind on its shares held in Labocast Holding Netherlands, as a result of which LabocastHolding Netherlands held 99% of the issued share capital in Labo Ocean Indien and 100% of theissued share capital in each of Labocast and Labo OI (Mauritius) (the “Labocast Intra-groupTransfer”).

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The following chart sets out the simplified organization structure of the Labocast Groupimmediately after the completion of the Labocast Acquisition II and Labocast Intra-group Transfer asat December 19, 2014:

100%

100%

100%

100%


Labocast(France)

LabocastTechnical

(PRC)

Labo OI(Mauritius)(Mauritius)

Europe Holding Netherlands(Netherlands)

Labocast Holding Netherlands(Netherlands)

Labo OceanIndien

(Madagascar)

LabocastGroup as at

December 19, 2014

100%

99% 1%

The Permadental Group

On November 1, 2013, to develop our business in Germany, Europe Holding Netherlandsacquired in aggregate 316,000 ordinary shares and 6,100 cumulative preference shares inPermadental Holding B.V., representing 100% of its issued share capital, from the PermadentalVendors, Independent Third Parties, for a cash consideration of €30,233,801 (the “PermadentalAcquisition”), which was determined on an arm’s-length basis and fully settled in November 2013.The aforesaid transfers of the Shares have been properly and legally completed and settled.

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The chart below sets out the simplified organization structure of the Permadental Groupimmediately after the completion of the Permadental Acquisition as at November 1, 2013:

100%

100%100%

100% 100% 100% 100%

SemperdentHolding B.V.(Netherlands)

Semperdent B.V.(Netherlands)

Permadental B.V.(Netherlands)

PermadentalGmbH

(Germany)

PermadentalHolding B.V.(Netherlands)

PermadentalChina Limited(Hong Kong)

SemperdentGmbH

(Germany)


PermadentalGroup as at

November 1, 2013

The Elysee Group

Prior to the Elysee Acquisition as stated below, Elysee Dental Holding B.V was owned as to 5%by MDLCL. On April 11, 2014, to further develop our business in the Netherlands, Belgium, Denmarkand Spain, Europe Holding Netherlands acquired in aggregate 190,000 ordinary shares, 8,474preference shares and one priority share in Elysee Dental Holding B.V., representing 95% of its issuedshare capital, from the Elysee Vendors, Independent Third Parties, for a cash consideration of€29,869,845 (the “Elysee Acquisition”), which was determined on an arm’s-length basis and fullysettled in April 2014. Our Group then underwent intra-group share transfer to consolidate theownership in Elysee Group. On April 11, 2014, Europe Holding HK acquired 10,000 ordinary sharesand 500 cumulative preference shares in Elysee Dental Holding B.V., representing 4.76% and 0.24%of its issued share capital, respectively, from MDLCL for a consideration of €7,555.86 (the “ElyseeIntra-group Transfer”). Subsequently, on the same day, Europe Holding HK transferred 10,000ordinary shares and 500 cumulative preference shares in Elysee Dental Holding B.V., representing4.76% and 0.24% of its issued share capital respectively, to Europe Holding Netherlands by way ofshare premium contribution on the shares in Europe Holding Netherlands held by it.

For details of pre-acquisition financial information of the Elysee Group, please refer to theAccountants’ Report set out in Appendix IB to this prospectus.

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The following chart sets out the simplified organization structure of Elysee Group immediatelyafter the completion of the Elysee Acquisition and the Elysee Intra-group Transfer as at April 11, 2014:

100%

100%

100%100%100%100%100%100% 1%

100%

Elysee Group as at April 11, 2014

99.95% 0.05%63.25%

Elysee DentalIberica S.L.

(Spain)(Note 1)

99%

Elysee DentalHolding B.V.(Netherlands)

Elysee DentalSolutions B.V.(Netherlands)


Unortho B.V.(Netherlands)

Elysee DentalSupplies &

Services B.V.(Netherlands)

Elysee DentalBelgium BVBA

(Belgium)

Uni-Dent N.V.(Belgium)

Elysee DentalApS

(Denmark)

Elysee DentalEurope B.V.(Netherlands)

T.T.L.Oosterwijk B.V.

(Netherlands)

TandtechnischLaboratorium J.van Noort B.V.(Netherlands)

OralscanNederland B.V.(Netherlands)

Note:

(1) Elysee Dental Iberica S.L. is owned as to 63.25% by Elysee Dental Europe B.V., 24.5% and 12.25% by Deodato Invest S.Land Miraohio Inversiones S.L., Independent Third Parties respectively.

On September 2, 2014, to develop our business in Sweden, Elysee Dental EuropeB.V. incorporated Elysee Dental Aktiebolag in Sweden. On the same day, Elysee Dental Aktiebolagallotted and issued 500 shares at SEK100 per share, representing 100% of its issued share capital, toElysee Dental Europe B.V., credited as fully paid.

On December 19, 2014, Elysee Dental Europe B.V. acquired in aggregate 7,350 shares in ElyseeDental Iberica S.L., representing 36.75% of its issued share capital, from the EDI Vendors,Independent Third Parties, for a cash consideration of €160,000, which was determined on an arm’s-length basis and partially (in the amount of €110,000) settled on December 19, 2014 and will partially(in two installments of €25,000) be settled on December 19, 2015 and December 19, 2016, conditionalupon the employment agreements of Mr. van Berkel and Mr. Hegeman, both are general manager ofElysee Dental Iberica S.L., with Elysee Dental Iberica S.L. not having been terminated prior to or onsuch dates. Upon the completion of the aforesaid acquisition, Elysee Dental Iberica S.L. became anindirect wholly-owned subsidiary of our Company.

On December 23, 2014, to develop our business in Finland, Elysee Dental EuropeB.V. incorporated Elysee Dental Oy in Finland. On the same day, Elysee Dental Oy allotted and issued100 shares at €25 per share, representing 100% of its issued share capital, to Elysee Dental EuropeB.V., credited as fully paid.

Modern Dental Solutions B.V.

On August 20, 2014, Modern Dental Solutions B.V. was incorporated in the Netherlands as ourtrading office for the European market. On the same day, Modern Dental Solutions B.V. allotted andissued 100 shares of €1.00 per share, representing its 100% of its issued share capital, to EuropeHolding Netherlands, credited as fully paid.

— 179 —


Mod

ern

Den

tal3

dso

luti

ons

OnSeptember2,2014,ModernDental3dsolutionswasincorporatedinGermanyasourmanufacturingfacilitytoprovidedentalprosthetic

devices.Onthesameday,ModernDental3dsolutionsallottedandissued25,000sharesof

€1.00pershare,representingits100%

ofitsissued

sharecapital,toModernDentalSolutionsB.V.,creditedasfullypaid.

ThefollowingchartsetsoutthesubsidiariesofourGroupinEuropeandIndianOceanimmediatelyafterthecompletionoftheReorganization

inEuropeandtheIndianOceanasatDecember23,2014:

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

99%

100%

100%

100%

100%

1%10

0%10

0%10

0%10

0%10

0%10

0%

100%

Elys

ee D

enta

lA

ktie

bola

g(S

wed

en)

T.T.

L.O

oste

rwijk

B.V

.(N

ethe

rland

s)

Tand

tech

nisc

hLa

bora

toriu

m J.

van

Noo

rt B

.V.

(Net

herla

nds)

Elys

ee D

enta

l Oy

(Fin

land

)

99.9

5%

Uni

-Den

t N.V

.(B

elgi

um)

Elys

ee D

enta

lA

pS(D

enm

ark)

Elys

ee D

enta

lIb

eric

a S.

L.(S

pain

)

Perm

aden

tal

Hol

ding

B.V

.(N

ethe

rland

s)

Perm

aden

tal B

.V.

(Net

herla

nds)

Sem

perd

ent

Hol

ding

B.V

.(N

ethe

rland

s)

Elys

ee D

enta

lSo

lutio

ns B

.V.

(Net

herla

nds)

Perm

aden

tal

Gm

bH(G

erm

any)

Perm

aden

tal

Chi

na L

imite

d(H

ong

Kon

g)

Sem

perd

ent

Gm

bH(G

erm

any)

Sem

perd

ent B

.V.

(Net

herla

nds)

Uno

rtho

B.V

.(N

ethe

rland

s)

Elys

ee D

enta

lSu

pplie

s &Se

rvic

es B

.V.

(Net

herla

nds)

Elys

ee D

enta

lB

elgi

um B

VB

A(B

elgi

um)

99%

Elys

ee D

enta

lEu

rope

B.V

.(N

ethe

rland

s)

Ora

lsca

nN

eder

land

B.V

.(N

ethe

rland

s)

Euro

pe H

oldi

ng H

K(H

ong

Kon

g)

Euro

pe H

oldi

ng N

ethe

rland

s(N

ethe

rland

s)

Labo

cast

Hol

ding

Net

herla

nds

(Net

herla

nds)

Labo

cast

(Fra

nce)

Labo

OI

(Mau

ritiu

s)(M

aurit

ius)

Labo

Oce

anIn

dien

(Mad

agas

car)

Elys

ee D

enta

lH

oldi

ng B

.V.

(Net

herla

nds)

Mod

ern

Den

tal

Solu

tions

B.V

.(N

ethe

rland

s)

Mod

ern

Den

tal

3dso

lulti

ons

(Ger

man

y)

100%

Labo

cast

Tech

nica

l(P

RC

)

1%10

0%

0.05

%10

0%10

0%10

0%

— 180 —


(7) Reorganization in Australia

Modern Dental Australia

On May 30, 2013, to develop our business in Australia, Australia Holding BVI incorporatedModern Dental Australia in Australia. On the same day, Modern Dental Australia allotted and issued100 shares of AU$1.00 per share, representing 100% of its issued share capital, to Australia HoldingBVI, credited as fully paid.

Gold & Ceramics

On June 14, 2013, Australia Holding BVI acquired in aggregate five shares in Gold & Ceramics,representing 100% of its issued share capital, from the CDLPL Vendors, Independent Third Parties,for a cash consideration of AU$973,056.21, which was determined on an arm’s-length basis andsettled in July 2013. We acquired Gold & Ceramics as our manufacturing facility and trading office toprovide dental prosthetic devices in Brisbane.

The SCDL Group

On March 20, 2015, to further develop our business in Australia, Australia Holding BVI acquired,amongst others, in aggregate 14,887,585,155 shares in SCDL Holdings, representing 100% of itsissued share capital, from the SCDL Vendors, at a price of AU$43,386,545, which was determined onan arm’s-length basis and satisfied in the following manner (the “SCDL Acquisition”):

(a) Australia Holding BVI paid AU$12,535,963.53 in cash to Buzi Bear Pty Limited, being one ofthe SCDL Vendors; and

(b) Triera, Prosperity Worldwide and NCHA issued the EB III (as defined below) in an aggregateface value of HK$182,943,948 to some of the SCDL Vendors or their nominees (collectively,the “SCDL Investors”). For details of the SCDL Investors, please refer to the paragraphheaded “The SCDL Investors” in this section below.

For details of pre-acquisition financial information of the SCDL Group, please refer to theAccountants’ Report set out in Appendix IC to this prospectus. For the discussion and analysis ofpre-acquisition financial information of SCDL Group, please refer to the section headed “FinancialInformation — Summary Results of Operations of SCDL Group.” For the analysis on the fairness andreasonableness of the consideration for the acquisition of the SCDL Group, please refer to the sectionheaded “Financial Information — Fairness and Reasonableness of the Consideration for SCDLAcquisition.”

— 181 —


The following chart sets out the simplified organization structure of SCDL Group immediatelyafter the completion of the SCDL Acquisition as at March 20, 2015:

100%

100%

100%

100%78.05% 100% 100%

100%50%

100% 100%

Australia Holding BVI(BVI)

SCDL Holdings(Australia) SCDL Group as at March 20, 2015

SCDL Finance PtyLtd

(Australia)

SCDL Pty Ltd(Australia)

SCDL Ireland(Ireland)(Note 1)

Southern CrossDental

Laboratories (NZ)Limited

(New Zealand)

BU Factory PtyLtd

(Australia)

Andent Pty Ltd(Australia)

Proform AustraliaPty Ltd

(Australia)

Dentmill AustraliaPty Ltd

(Australia)

Pavona Pty Ltd(Australia)

SCDL UK(UK)

(Note 2)

Notes:

(1) SCDL Ireland is owned as to (i) 78.05% by SCDL Pty Ltd; (ii) 19.51% by David Reaney Associates, a company owned as to90% and 10% by Mr. D. Reaney, a director of SCDL Ireland, and his spouse, Ms. Hazel Reaney, respectively; and(iii) 2.44% by Mr. William White, an Independent Third Party.

(2) SCDL UK was owned as to 50% and 50% by BU Factory Pty Ltd and Mr. D. Reaney, a director of SCDL Ireland,respectively. SCDL UK was dissolved on April 14, 2015.

Before we acquired the SCDL Group, SCDL UK applied to be voluntarily struck off from theregister of Companies House of the United Kingdom on December 9, 2014 due to no businessoperation. SCDL UK was subsequently dissolved on April 14, 2015.

As a result of our Reorganization, our Company became the holding company of our Groupcomprising of a total of 61 companies. We have a complex Group structure as various acquisitionswere made by our Group during the past years. These acquisitions include the Labocast Group in2011, the Permadental Group in 2013, the Elysee Group in 2014 and the SCDL Group in 2015, whichhelped us evolve from a local manufacturer and distributor of dental prosthetic devices to a globalprosthetic device provider.

— 182 —


Saveasdisclosedundertheparagraphheaded“Reorganization”inthissection,alloftheaforesaidtransferofsharesandtransferofequity

interestshavebeenproperlyandlegallycompletedandsettled.

GR

OU

PS

TR

UC

TU

RE

IMM

ED

IAT

ELY

AFT

ER

CO

MP

LET

ION

OF

RE

OR

GA

NIZ

AT

ION

ThefollowingchartsetsforthourcorporateandshareholdingstructureimmediatelyfollowingthecompletionoftheReorganization,butbefore

theCapitalizationIssueandtheGlobalOffering:

50%

20%

16%

14%

100%

100%

14.4

4%9.

63%

1.56

%0.

55%

0.41

%0.

23%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

70%

100%

100%

70%

70%

100%

100%

100%

100%

100%

99%

1%10

0%

100%

100%

100%

100%

100%

100%

1%10

0%10

0%10

0%10

0%10

0%

NCH

ATr

iera

W.C

. Chu

ngG

. Sci

alom

W.K

. Tan

g

YZJ

BJ(P

RC)

SCD

L Fi

nanc

ePt

y Lt

d(A

ustra

lia)

SCD

L Pt

y Lt

d(A

ustra

lia)

K.K

. Won

g

Aus

tralia

Hol

ding

BV

I(B

VI)

Dig

itek

Den

tal

(Hon

g K

ong)

SCD

L H

oldi

ngs

(Aus

tralia

)

Mod

ern

Den

tal

Aus

tralia

(Aus

tralia

)

HK

Hol

ding

BV

I(B

VI)

Am

eric

a Hol

ding

HK

(Hon

g K

ong)

Am

eric

a Hol

ding

BV

I(B

VI)

The C

ompa

ny(C

aym

an Is

land

s)

Mod

ern

Den

tal H

oldi

ng B

VI

(BV

I)

Euro

pe H

oldi

ng H

K(H

ong

Kon

g)

Euro

pe H

oldi

ng B

VI

(BV

I)M

acau

Hol

ding

BV

I(B

VI)

Mod

ern

Den

tal

Mac

au(M

acau

)Am

erica

Hol

ding

USA

(USA

)

MD

LCL

(Hon

g K

ong)

1%

Labo

cast

(Fra

nce)

Mod

ern

Den

tal

USA

(USA

)

Euro

pe H

oldi

ng N

ethe

rland

s(N

ethe

rland

s)

Elys

ee D

enta

lH

oldi

ng B

.V.

(Net

herla

nds)

100%

Labo

cast

Hol

ding

Net

herla

nds

(Net

herla

nds)

100%

Mod

ern

Den

tal

Sava

nnah

(USA

)(N

ote 2

)

99%

Perm

aden

tal

Hol

ding

B.V

.(N

ethe

rland

s)

Mod

ern

Den

tal

Solu

tions

B.V

.(N

ethe

rland

s)

Labo

OI

(Mau

ritiu

s)(M

aurit

ius)

Labo

Oce

an In

dien

(Mad

agas

car)

Sund

ance

Den

tal

(USA

)(N

ote 3

)

Qua

ntum

Den

tal

(Can

ada)

(Not

e 1)

Perm

aden

tal B

.V.

(Net

herla

nds)

Perm

aden

tal G

mbH

(Ger

man

y)Se

mpe

rden

t Gm

bH(G

erm

any)

Perm

aden

tal C

hina

Lim

ited

(Hon

g K

ong)

Elys

ee D

enta

lBe

lgiu

m B

VBA

(Bel

gium

)

Tand

tech

nisc

hLa

bora

toriu

m J.

van

Noo

rt B.

V.

(Net

herla

nds)

T.T.

L. O

oste

rwijk

B.V

.(N

ethe

rland

s)

Sem

perd

ent

Hol

ding

B.V

.(N

ethe

rland

s)

Sem

perd

ent B

.V.

(Net

herla

nds)M

oder

n D

enta

l3d

solu

tions

(Ger

man

y)

Elys

ee D

enta

lSo

lutio

ns B

.V.

(Net

herla

nds)

Elys

ee D

ental

Supp

lies &

Ser

vice

sB.

V.(N

ether

lands

)

Labo

cast

Tech

nica

l(P

RC)

100%

100%

100%

100%

99.9

5%0.

05%

Uni

-Den

t N.V

.(B

elgi

um)

Elys

ee D

enta

lIb

eric

a S.L

.(S

pain

)

SCD

L Ire

land

(Irel

and)

(Not

e 4)

And

ent P

ty L

td(A

ustra

lia)

Prof

orm

Aus

tralia

Pty

Ltd

(Aus

tralia

)

Sout

hern

Cro

ssD

enta

lLa

bora

torie

s (N

Z)Li

mite

d(N

ew Z

eala

nd)

99%

Elys

ee D

enta

lA

ktie

bola

g(S

wed

en)

BU F

acto

ryPt

y Lt

d(A

ustra

lia)

Elys

ee D

enta

l Oy

(Fin

land

)

Ora

lscan

Ned

erla

nd B

.V.

(Net

herla

nds)

Elys

ee D

ental

ApS

(Den

mar

k)

Pavo

na P

ty L

td(A

ustra

lia)

Elys

ee D

enta

lEu

rope

B.V

.(N

ethe

rland

s)

Pros

perit

y Wor

ldwi

de

100%

MD

LSZ

(PRC

)

100%

YZJ

SZ(P

RC)

100%

MD

LDG

(PRC

)

100%

Gol

d &

Cer

amic

s(A

ustra

lia)

Nga

i Chi

Ho

Alw

inN

gai S

hing

Kin

Chan

Yik

Yu

Chan

Ron

ald

Yik

Lon

gCh

an K

wun

Pan

100%

100%

100%

100%

100%

100%

100%

100%

78.0

5%10

0%

Den

tmill

Aus

tralia

Pty

Ltd

(Aus

tralia

)

Chan

Kw

un F

ung

0.99

%

Pre-

IPO

RSU

Nom

inee100%

Pre-

IPO

RSU

Trus

tee

100%

Uno

rtho

B.V

.(N

ethe

rland

s)

72.1

9%

— 183 —


Notes:

(1) Quantum Dental is owned as to (i) 70% by America Holding HK, (ii) 15% by Mr. Shane Sebestyen, the step-son ofMr. M.P. Girard, and (iii) 15% by 2040547 Ontario Ltd, a company wholly owned by Girard Holdings, a companywholly-owned by Mr. M.P. Girard and his spouse Ms. Tina Girard. Mr. M.P. Girard is a director and a manager of oursubsidiaries.

(2) Modern Dental Savannah is owned as to 70% by Modern Dental USA and 30% by Wheelhouse Dental, a companywholly-owned by Mr. Matthew Wheelan.

(3) Sundance Dental is owned as to 70% by Modern Dental USA and 30% by Dearien Holdings, a company wholly-owned byMr. Steven Dearien, a manager of Sundance Dental and his spouse Ms. Aimee Dearien in equal shares.

(4) SCDL Ireland is owned as to (i) 78.05% by SCDL Pty Ltd; (ii) 19.51% by David Reaney Associates, a company owned as to90% and 10% by Mr. D. Reaney, a director of SCDL Ireland, and his spouse Ms. Hazel Reaney, respectively; and(iii) 2.44% by Mr. William White, an Independent Third Party.

PRE-IPO INVESTMENTS

Mimas Sino Investments Limited (“Mimas Sino”)

On March 28, 2014, Mr. Chan Kwun Fung, Mr. Chan Kwun Pan, Mr. Ngai Shing Kin, Mr. Ngai ChiHo Alwin (the “Covenantors”), as guarantors, and our Company, as issuer, and Mimas Sino, asinvestor, entered into a convertible bond subscription agreement (“CB Agreement I”), pursuant towhich, our Company agreed to issue, and Mimas Sino agreed to subscribe for, a convertible bond ina principal amount of HK$300 million (“CB I”) in accordance with the terms therein. On April 11, 2014,the Covenantors, our Company and Mimas Sino mutually agreed to cancel the CB Agreement I andthe CB I in return the Covenantors entered into a subscription agreement with Mimas Sino (“Initial EBAgreement I”), pursuant to which the Covenantors agreed to issue, and Mimas Sino agreed tosubscribe for, an exchangeable bond in the amount of HK$300 million (“Initial EB I”) which carriedrights to exchange for Shares held by the Covenantors.

Given the Covenantors had transferred their interest in our Company to Triera, ProsperityWorldwide and NCHA (the “BVI Shareholders”) (please refer to the paragraph headed“Reorganization – (1) Incorporation and change of share capital and shareholding of our Company” inthis section for details), the parties to the Initial EB Agreement I and Initial EB I agreed to make newarrangement for the Initial EB Agreement I and the Initial EB I. Accordingly, the Covenantors, the BVIShareholders and Mimas Sino entered into a subscription agreement (the “EB Agreement I”),pursuant to which, (i) the BVI Shareholders issued an exchangeable bond in the amount of HK$300million (the “EB I”) to Mimas Sino, which carried rights to exchange for Shares held by the BVIShareholders in accordance with the terms therein; and (ii) the Initial EB Agreement I and Initial EB Iwere replaced and superseded by the EB Agreement I and EB I. The EB Agreement I was completedon December 19, 2014.

The following is a summary of certain key terms of the EB Agreement I and EB I:

Parties: the Covenantors, the BVI Shareholders and Mimas Sino

Background of investor: Mimas Sino, a limited liability company incorporated in the BVI onMarch 19, 2014, is wholly-owned by Stella Sino Limited (“StellaSino”). Stella Sino is wholly-owned by Mr. Gao Bin. Mimas Sinoand Stella Sino are investment holding companies managed byProsperous Alliance Investment Limited, an asset managementcompany incorporated in Hong Kong. To the best knowledge,information and belief of our Directors, each of Mimas Sino, StellaSino, Prosperous Alliance Investments Limited and Mr. Gao Binwas an Independent Third Party.

— 184 —


Date of agreement: December 19, 2014

Amount of consideration paid: HK$300,000,000

Payment date of theconsideration: March 28, 2014

Maturity date: March 27, 2017 (the “EB I Maturity Date”)

Basis of determination ofconsideration:

With reference to the agreed assessment of the value of ourGroup at the time of signing of the CB Agreement I.

Special rights: Mimas Sino was granted certain minority protection rights,including:

Š Right to appoint Director. Mimas Sino has the right toappoint and maintain in the board of our Company aperson to act as Director, and shall remove such Directorso appointed prior to the submission of listingapplication to the Stock Exchange. Ms. Ma Yue Yam,being the director nominated by Mimas Sino, wasappointed as our Director on September 22, 2014 andresigned on May 21, 2015.

Š Pre-emptive right. Mimas Sino has the right to purchaseup to a pro rata of any new Share (other than certainpermitted issuances, such as new Shares issuanceunder the employee share incentive schemes).

Š Information right. Mimas Sino is entitled to have accessto the financial and accounting information and otherbooks and records of our Group.

Š Right of first refusal. If any of the BVI Shareholderproposes to transfer any shares in our Company to athird party, Mimas Sino shall have a right of first refusalto purchase all the offered shares on the terms andconditions stated in the transfer notice given by thetransferring shareholder to Mimas Sino (other thancertain permitted transfers such as Shares to betransferred pursuant to EB II and EB III).

Š Drag-along rights. If the BVI Shareholders fail to redeemthe EB I within 90 days after the maturity date or uponthe occurrence of an event of default, Mimas Sino shallhave the right to require the BVI Shareholders to sell alltheir Shares to any interested buyer.

Š Tag-along rights. If any of the BVI Shareholder proposesto transfer any shares in our Company to a third party,and Mimas Sino has decided not to exercise its right offirst refusal, Mimas Sino shall be entitled but notobligated to sell together with the selling shareholder,pro-rata on an as-exchanged and fully diluted basis,Mimas Sino’s interests in our Company on the same orno less favorable terms and conditions offered to ourCompany by the transferee (other than certain permitted

— 185 —


transfer such as Shares to be transferred pursuant to EBII and EB III).

Š Dividend rights. Mimas Sino is entitled to a pro rata shareof the dividends and distributions which may be paid bythe Company from time to time.

Š Reserved matters. Without prior consent of Mimas Sino,any members of our Group shall not undertake thefollowing transactions or activities:

i. any reduction, alteration or reconstitution of or to itsshare capital or any rights attached thereto, orentering into any arrangement with its creditors;

ii. creation of any encumbrance on any assets of anymembers of our Group with an aggregate bookvalue of more than 75% of the total consolidatedassets of the Company as shown by its most recentaudited financial statements;

iii. disposal of any substantial assets of any member ofour Group with an aggregate book value of morethan 10% of the total consolidated assets of theCompany as shown by its most recent auditedfinancial statements;

iv. enter into any new business not related to thebusiness of producing dental prosthesis andassociated products or cessation of such existingbusiness;

v. alter any of the provisions of its articles ofassociation or equivalent documents or pass aresolution that it be wound up;

vi. enter into any joint venture, partnership, long term orabnormal contract or capital commitment;

vii. enter into, vary or terminate any contract which ismaterial to any member of our Group other than itsordinary course of business;

viii. give any guarantee, indemnity or security in respectof the obligations of any third party; and

ix. enter into any contract or transaction with any of theCovenantors and the BVI Shareholders or theirrespective affiliates (save for members of our Group)having an aggregate consideration of more thanHK$1,000,000 in any 12-month period unless thecontract or transaction is entered into in the ordinarycourse of business of the relevant member of ourGroup and on arm’s length basis for goodconsideration.

— 186 —


Right to exchange: (i) Mimas Sino was granted the right to exchange all or any partof the EB I (but in whole multiples of HK$10,000,000 or suchlesser amount as may represent the outstanding principalamount thereof for each exchange) into our Shares, free fromany encumbrance, at any time and from time to time prior tothe EB I Maturity Date;

(ii) subject to the adjustment in (iii) below and notwithstandingany issue of new Shares or other activities as may bepermitted, Mimas Sino may exchange the entire principalamount of the EB I into and require the BVI Shareholders totransfer total 7.8125% of the then issued and paid up sharecapital of our Company (the “EB I Exchange Ratio”) toMimas Sino and/or any of its affiliates on a pro rata basis inaccordance with their respective shareholdings in ourCompany as at the date of EB I. The EB I Exchange Ratio isdetermined based on a valuation of HK$3.84 billion of ourGroup. In the event the exchange is for part of theoutstanding principal amount of the EB I, the number ofShares to be transferred upon exchange shall be adjustedproportionately;

(iii) the net profit of our Group for the year ending December 31,2015 is less than HK$320,000,000, the valuation of the Groupshall be adjusted accordingly based on the following formulaand the EB I Exchange Ratio shall be revised as follows:

Valuation of our Group = the higher of (a) net profit of ourGroup for the year ending December 31, 2015 × 10 or (b)HK$1,920,000,000

Mandatory exchange: The entire outstanding amount of the EB I shall automatically andmandatorily be exchanged into our Shares, free from anyencumbrance, immediately preceding the Listing provided thatthe EB I Exchange Ratio shall be adjusted so as to give MimasSino a return of 20% per annum compounded annually on theentire principal amount of the EB I (exclusive of the EB I Interest)and the valuation of our Group shall be revised to reflect the valueof our Group upon the Listing based on the Offer Price.

Interest: The EB I bears an interest rate of 3% per annum (the “EB IInterest”) and a redemption premium of 12% per annum, accruedon a day to day basis and on the basis of actual number of dayselapsed in a 365-day year.

Prepayment rights: The BVI Shareholders may, after giving a duly completed andsigned notice, to Mimas Sino, prepay up to HK$50,000,000together with any interest and redemption premium accruedthereon up to but excluding the prepayment date.

Redemption upon maturity Unless EB I is previously repaid or exchanged into Shares orpurchased and cancelled, the whole of the outstanding principalamount of the EB I shall be repaid together with all accruedinterests and redemption premium.

— 187 —


Redemption upon occurrence ofa relevant event

the net profit of our Group for the year ending December 31, 2015is less than HK$320,000,000 but equal to or more thanHK$192,000,000, Mimas Sino shall have the right exercisable atany time and from time to time by delivery of a notice in writing tothe BVI Shareholders within the period of 30 days after the date ofissue of the audited accounts of our Group to require the BVIShareholders to redeem up to the following portion of the thenoutstanding principal amount of EB I:

A - BA

A = HK$320,000,000

B = the net profit of our Group for the year ending December 31,2015

if the net profit of our Group for the year ending December 31,2015 is less than HK$192,000,000, Mimas Sino shall have theright exercisable at any time and from time to time by delivery of anotice in writing to the BVI Shareholders within the period of30 days after the date of issue of the audited accounts of ourGroup to require the BVI Shareholders to redeem all of the thenoutstanding principal amount of the EB I.

Use of proceeds To effect the acquisition of Elysee Dental Holding B.V. under theElysee Acquisition. The proceeds have been fully utilized.

Strategic Benefits to our Group To further develop our business in the Netherlands, Belgium,Denmark and Spain.

The table below sets out the breakdown of the proportionate face values of the exchangeablebond under EB I issued by the BVI Shareholders to Mimas Sino.

Face Value

Respectiveproportionissued by

Triera

Respectiveproportionissued byProsperityWorldwide


NCHA

HK$ HK$ HK$ HK$

Mimas Sino . . . . . . . . . . . . . . . . . . . . . . . . . . . . 300,000,000 225,000,000 45,000,000 30,000,000

Our Company is neither a party to the EB Agreement I nor do we have any obligationsthereunder. Upon the exercise of the exchange rights of or mandatory exchange under the EB I, theBVI Shareholders shall transfer the relevant number of Shares held by it to Mimas Sino. Accordingly,the EB I does not have any accounting impact on our Company.

As at the Latest Practicable Date, Mimas Sino had not exchanged any part of the EB I into ourShares. The entire outstanding principal amount of the EB I shall be automatically and mandatorilyexchanged into our Shares immediately preceding the Listing. All the rights conferred on Mimas Sinounder the EB Agreement I and the EB I will be terminated upon the full exchange of the entireoutstanding amount of the EB I preceding the Listing.

Sagemore Assets Limited (“Sagemore”)

On May 13, 2014, the Covenantors, as guarantors, and our Company, as issuer, and Sagemore,as investor, entered into a convertible bond subscription agreement (“CB Agreement II”), pursuant to

— 188 —


which, our Company agreed to issue, and Sagemore agreed to subscribe for, a convertible bond in aprincipal amount of HK$100 million (“CB II”). On September 10, 2014, the Covenantors, our Companyand Sagemore mutually agreed to cancel the CB Agreement II and the CB II in return the Covenantorsentered into a subscription agreement with Sagemore (“Initial EB Agreement II”), pursuant to whichthe Covenantors agreed to issue, and Sagemore agreed to subscribe for, an exchangeable bond inthe amount of HK$100 million (“Initial EB II”) which carried rights to exchange for Shares held by theCovenantors in accordance with the terms therein.

Given the Covenantors had transferred their interest in our Company to the BVI Shareholders(Please refer to the paragraph headed “Reorganization — (1) Incorporation and change of sharecapital and shareholding of our Company” in this section), the parties to the Initial EB Agreement IIand Initial EB II agreed to make new arrangement for the Initial EB Agreement II and the Initial EB II.Accordingly, the Covenantors, the BVI Shareholders and Sagemore entered into a subscriptionagreement (the “EB Agreement II”), pursuant to which, (i) the BVI Shareholders issued anexchangeable bond in the amount of HK$100 million (the “EB II”) to Sagemore, which carried rights toexchange for Shares held by the BVI Shareholders in accordance with the terms therein; and (ii) theInitial EB Agreement II and Initial EB II were replaced and superseded by the EB Agreement II and EBII. The EB Agreement II was completed on December 19, 2014.

The following is a summary of certain key terms of the EB Agreement II and EB II:

Parties: the Covenantors, the BVI Shareholders and Sagemore

Background of investor: Sagemore, a limited liability company incorporated in the BVI onMarch 31, 2005, and is wholly-owned by Lushington InvestmentsLimited (“Lushington”), trustee for the benefit of Ms. Cheung WingHar, Linda. Sagemore is principally engaged in fund management.To the best knowledge, information and belief of our Directors, eachof Sagemore, Lushington and Ms. Cheung Wing Har, Linda was anIndependent Third Party

Date of agreement: December 19, 2014

Amount of consideration paid: HK$100,000,000

Payment date of theconsideration:

May 13, 2014

Maturity date: May 12, 2017 (the “EB II Maturity Date”)


With reference to the agreed assessment of the value of our Groupat the time of signing of the CB Agreement II.

Special rights: Sagemore was granted certain minority protection rights, including:

Š Pre-emptive right. Sagemore has the right to purchase upto a pro rata of any new Share (other than certain permittedissuances, such as new Shares issuance under theemployee share incentive schemes).

Š Information right. Sagemore is entitled to have access tothe financial and accounting information and other booksand records of our Group.

— 189 —


Š Right of first refusal. If any of the BVI Shareholder proposesto transfer any shares in our Company to a third party,Sagemore shall have a right of first refusal to purchase allthe offered shares on the terms and conditions stated inthe transfer notice given by the transferring shareholder to(other than certain permitted transfers such as Shares to betransferred pursuant to EB I and EB III).

Š Drag-along rights. If the BVI Shareholders fail to redeemthe EB II within 90 days after the maturity date or upon theoccurrence of an event of default, Sagemore shall have theright to require the BVI Shareholders to sell all their Sharesto any interested buyer.

Š Tag-along rights. If any of the BVI Shareholder proposes totransfer any shares in our Company to a third party, andSagemore has decided not to exercise its right of firstrefusal, Sagemore shall be entitled but not obligated to selltogether with the selling shareholder, pro rata on an as-exchanged and fully diluted basis, Sagemore’s interests inour Company on the same or no less favorable terms andconditions offered to our Company by the transferee (otherthan certain permitted transfer such as Shares to betransferred pursuant to EB I and EB III).

Š Dividend rights. Sagemore is entitled to a pro rata share ofthe dividends and distributions which may be paid by theCompany from time to time.

Š Reserved matters. Without prior consent of Sagemore, anymembers of our Group shall not undertake the followingtransactions or activities:

i. any reduction, alteration or reconstitution of or to itsshare capital or any rights attached thereto, or enteringinto any arrangement with its creditors;

ii. creation of any encumbrance on any assets of anymembers of our Group with an aggregate book valueof more than 75% of the total consolidated assets ofthe Company as shown by its most recent auditedfinancial statements;

iii. disposal of any substantial assets of any member ofour Group with an aggregate book value of more than10% of the total consolidated assets of the Companyas shown by its most recent audited financialstatements;

iv. enter into any new business not related to thebusiness of producing dental prosthesis andassociated products or cessation of such existingbusiness;

— 190 —


v. alter any of the provisions of its articles of associationor equivalent documents or pass a resolution that it bewound up;

vi. enter into any joint venture, partnership, long term orabnormal contract or capital commitment;

vii. enter into, vary or terminate any contract which ismaterial to any member of our Group other than itsordinary course of business;

viii. give any guarantee, indemnity or security in respect ofthe obligations of any third party; and

ix. enter into any contract or transaction with any of theCovenantors and the BVI Shareholders or theirrespective affiliates (save for members of our Group)having an aggregate consideration of more thanHK$1,000,000 in any 12-month period unless thecontract or transaction is entered into in the ordinarycourse of business of the relevant member of ourGroup and on arm’s length basis for goodconsideration.

Right to exchange: (i) Sagemore was granted the right to exchange all or any part ofthe EB II (but in whole multiples of HK$10,000,000 or suchlesser amount as may represent the outstanding principalamount thereof for each exchange) into our Shares, free fromany encumbrance, at any time and from time to time prior to theEB II Maturity Date;

(ii) subject to the adjustment in (iii) below and notwithstanding anyissue of new Shares or other activities as may be permitted,Sagemore may exchange the entire principal amount of the EBII into and require the BVI Shareholders to transfer total2.6041% of the then issued and paid up share capital of ourCompany (the “EB II Exchange Ratio”) to Sagemore and/orany of its affiliates on a pro rata basis in accordance with theirrespective shareholdings in the Company as at the date of EBII. The EB II Exchange Ratio is determined based on a valuationof HK$3.84 billion of our Group. In the event the exchange is forpart of the outstanding principal amount of the EB II, thenumber of Shares to be transferred upon exchange shall beadjusted proportionately;

(iii) the net profit of our Group for the year ending December 31,2015 is less than HK$320,000,000, the valuation of the Groupshall be adjusted accordingly based on the following formulaand the EB I Exchange Ratio shall be revised as follows:

Valuation of our Group = the higher of (a) net profit of our Groupfor the year ending December 31, 2015 × 10 or (b)HK$1,920,000,000

— 191 —


Mandatory exchange: The entire outstanding amount of the EB II shall automatically andmandatorily be exchanged into our Shares, free from anyencumbrance, immediately preceding the Listing provided that theEB II Exchange Ratio shall be adjusted so as to give Sagemore areturn of 20% per annum compounded annually on the entireprincipal amount of the EB II (exclusive of the EB II Interest) and thevaluation of our Group shall be revised to reflect the value of ourGroup upon the Listing based on the Offer Price.

Interest: The EB II bears an interest rate of 3% per annum (the “EB IIInterest”) and a redemption premium of 12% per annum, accruedon a day to day basis and on the basis of actual number of dayselapsed in a 365-day year.

Prepayment rights: The principal amount of this exchangeable bond may not be prepaidby the BVI Shareholders.

Use of proceeds For general working capital. The proceeds have been fully utilized.

Strategic benefits to our Group To strengthen our capital structure.

The table below sets out the breakdown of the proportionate face values of the exchangeablebond under EB II issued by the BVI Shareholders to Sagemore.

Face Value


Triera



NCHA

HK$ HK$ HK$ HK$

Sagemore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000,000 75,000,000 15,000,000 10,000,000

Our Company is neither a party to the EB Agreement II nor do we have any obligationsthereunder. Upon the exercise of the exchange rights of or mandatory exchange under the EB II, theBVI Shareholders shall transfer the relevant number of Shares held by it to Sagemore. Accordingly,the EB II does not have any accounting impact on our Company.

As at the Latest Practicable Date, Sagemore had not exchanged any part of the EB II into ourShares. The entire outstanding principal amount of the EB II shall be automatically and mandatorilyexchanged into our Shares immediately preceding the Listing. All the rights conferred on Sagemoreunder the EB Agreement II and the EB II will be terminated upon the full exchange of the entireoutstanding amount of the EB II preceding the Listing.

The SCDL Investors

As a result of the SCDL Acquisition, the BVI Shareholders, as issuers, our Company, asguarantor, and the SCDL Investors, as investors, entered into a subscription agreement (the“EB Agreement III”), pursuant to which, (i) the BVI Shareholders issued exchangeable bonds in theproportion as stated therein in an aggregate face amount of HK$182,943,948 (the “EB III”), whichcarried rights to exchange for Shares held by the BVI Shareholders in accordance with the termstherein. The EB Agreement III was completed on March 20, 2015.

— 192 —


The following is a summary of certain key terms of the EB Agreement III and EB III:

Parties: the BVI Shareholders, the SCDL Investors and our Company.

Background of investors: 1. Kurt Smith Ceramics Pty Ltd, as trustee for The KurtSmith Family Trust (“SCDL Investor 1”), a proprietarycompany limited by shares registered in Victoria,Australia on June 20, 2006, and is owned by Mr. KurtRowland Smith. To the best knowledge, information andbelief of our Directors, each of SCDL Investor 1 and Mr.Kurt Rowland Suit was an Independent Third Party priorto entering into EB Agreement III.

2. Matt Smith Ceramics Pty Ltd, as trustee for The MatthewSmith Family Trust (“SCDL Investor 2”), a proprietarycompany limited by shares registered in Victoria,Australia on June 20, 2006, and is owned by Mr.Matthew Rowland Smith. To the best knowledge,information and belief of our Directors, each of SCDLInvestor 2 and Mr. Matthew Rowland Smith was anIndependent Third Party prior to entering into EBAgreement III.

3. Australasian Ceramics Pty Ltd, as trustee for The Barry RSmith Family Trust (“SCDL Investor 3”), a proprietarycompany limited by shares registered in Victoria,Australia on October 24, 1990, and is owned by Mr.Barry Rowland Smith and Ms. Anna Catherine Smith. Tothe best knowledge, information and belief of ourDirectors, each of SCDL Investor 3, Mr. Barry RowlandSmith and Ms. Anna Catherine Smith was anIndependent Third Party prior to entering into EBAgreement III.

4. C. Aughton (“SCDL Investor 4”). Mr. C. Aughton is adirector of our subsidiaries and a member of our seniormanagement. For details, please refer to the sectionheaded “Directors and Senior Management — SeniorManagement”. To the best knowledge, information andbelief of our Directors, Mr. C. Aughton was anIndependent Third Party prior to entering into the EBAgreement III.

5. J. Squirrell (“SCDL Investor 5”). Mr. J. Squirrell is adirector of our subsidiaries. To the best knowledge,information and belief of our Directors, Mr. J. Squirrellwas an Independent Third Party prior to entering into theEB Agreement III.

6. Eriko Sharp (“SCDL Investor 6”). To the bestknowledge, information and belief of our Directors,Ms. Eriko Sharp was an Independent Third Party prior toentering into the EB Agreement III.

— 193 —


7. Australian Executor Trustees Limited (“SCDLInvestor 7”), as custodian for the Ironbridge Fund II A.Australian Executor Trustees Limited is a publiccompany incorporated in Australia on May 10, 1910.Australian Executor Trustees Limited is principallyengaged in the provision of professional corporate trustand custodial services. Ironbridge Fund II A is a privateequity fund which forms approximately 17% ofIronbridge Fund II, which is an Australian-focused privateequity fund. To the best knowledge, information andbelief of our Directors, each of SCDL Investor 7 andIronbridge Fund II A was an Independent Third Partyprior to entering into the EB Agreement III.

8. Australian Executor Trustees Limited (“SCDLInvestor 8”), as custodian for the Ironbridge Fund II B.Ironbridge Fund II B is a private equity fund which formsapproximately 17% of Ironbridge Fund II, which is anAustralian-focused private equity fund. To the bestknowledge, information and belief of our Directors, eachof SCDL Investor 8 and Ironbridge Fund II B was anIndependent Third Party prior to entering into the EBAgreement III.

9. Ironbridge Fund II LP, acting through its general partnerIronbridge Capital II G.P. Limited (“SCDL Investor 9”), alimited partnership formed under the UK LimitedPartnership Act 1907 on August 14, 2006, is a privateequity fund which forms approximately 66% ofIronbridge Fund II, an Australian-focused private equityfund. To the best knowledge, information and belief ofour Directors, SCDL Investor 9 was an Independent ThirdParty prior to entering into the EB Agreement III.

10. Wisdom Holdings NV (“SCDL Investor 10”), is acompany incorporated in Belgium on May 11, 2012, andis a wholly-owned subsidiary of Ironbridge Fund II LP,which is a private equity fund which forms approximately66% of Ironbridge Fund II, which is an Australian-focused private equity fund. To the best knowledge,information and belief of our Directors, SCDL Investor 10was an Independent Third Party prior to entering into theEB Agreement III.

Guarantee of our Company: Our Company irrevocably and unconditionally guaranteed theperformance by the BVI Shareholders of their obligations pursuantto the EB Agreement III and the EB III.

Date of agreement: March 20, 2015

Amount of consideration paid: HK$182,943,948, being part of the purchase price paid byAustralia Holding BVI under the SCDL Acquisition.

Payment date of theconsideration:

March 20, 2015

— 194 —


Maturity date: December 31, 2016 (the “EB III Maturity Date”)


With reference to the enterprise value of the SCDL Group underthe SCDL Acquisition.

Special rights: The SCDL Investors were granted certain minority protectionrights, including:

Š Pre-emptive right. The SCDL Investors have the right topurchase up to a pro rata of any new Share (other thancertain permitted issuances, such as new Shares issuanceunder the employee share incentive schemes).

Š Information right. Some of the SCDL Investors5 (the “SeniorSCDL Investors”) are entitled to have access to the financialand accounting information and other books and records ofour Group.

Š Dividend and capital return rights. The SCDL Investors areentitled to a pro rata share of the dividends, distributions andcapital returns which may be paid by the Company from timeto time.

Š Reserved matters. Without prior consent of the Senior SCDLInvestors, any members of our Group shall not undertake thefollowing transactions or activities:

i. any reduction, alteration or reconstitution of or to itsshare capital or any rights attached thereto, or enteringinto any arrangement with its creditors;

ii. creation of any encumbrance on any assets of anymembers of our Group with an aggregate book value ofmore than 75% of the total consolidated assets of theCompany as shown by its most recent audited financialstatements;

iii. disposal of any substantial assets of any member of ourGroup with an aggregate book value of more than 50%of the total consolidated assets of the Company asshown by its most recent audited financial statements;

iv. incur financial indebtedness of members of our Group inexcess of in aggregate 100% of the total consolidatedassets of members of our Group as shown by its mostrecent audited financial statements;

v. enter into any new business not related to the businessof producing dental prosthesis and associated productsof our Group or cessation of any such existing businessof our Group or otherwise materially change the natureand/or scale of such existing business of our Group;

5 Namely SCDL Investor 7, SCDL Investor 8, SCDL Investor 9 and SCDL Investor 10.

— 195 —


vi. alter any provisions of the articles of association orequivalent documents of any member of our Group orpass a resolution that it would be wound up or take anyother actions for it to be wound up, including anyvoluntary proceeding seeking liquidation, administrationor any reorganization with a similar effect;

vii. give any guarantee, indemnity or security in respect ofthe obligations of any third party other than in theordinary course of business;

viii. enter into any contract or transaction with any of the BVIShareholders or their respective affiliates (save formembers of our Group) which is not in normalcommercial terms nor entered into on arm’s-lengthbasis;

ix. repay or otherwise refinance, prior to an initial publicoffering or any sale of 50% or more of the issued sharecapital in our Company, Shareholders’ loans using ourGroup’s cash or using debt; and

x. in the event of an initial public offering, allot or issue anyShare or Share equivalent to any person after theexchange of the aggregate amount of the EBIII intoShares pursuant to the conditions of the EBIII.

Right to exchange: (i) The SCDL Investors were granted the right to exchange inwhole the EB III into our Shares, free from any encumbrance,at any time and from time to time prior to the EB III MaturityDate.

(ii) Notwithstanding any issue of new Shares or other activitiesas may be permitted, the SCDL Investors may exchange theentire principal amount of the EB III into and require the BVIShareholders to transfer total 4.662% of the then issued andpaid up share capital of our Company (the “EB III ExchangeRatio”) to the SCDL Investors and/or any of their affiliates ona pro rata basis in accordance with their respectiveshareholdings in the Company as at the date of EB III.

Mandatory exchange: The entire principal amount of the EB III shall automatically andmandatorily be exchanged into our Shares immediately precedingthe Listing.

Interest: The EB III was issued on an non-interest bearing basis.

Prepayment rights: The principal amount of the EB III may not be prepaid by the BVIShareholders unless written consents of the respectivebondholder is obtained.

Use of Proceeds To effect the acquisition of SCDL Holdings under the SCDLAcquisition. The proceeds have been fully utilized.

Strategic Benefits to our Group To further develop our business in Australia.

— 196 —


The table below sets out the breakdown of the proportionate face values of the exchangeablebonds under the EB III issued by the BVI Shareholders to each of the SCDL Investors.

Tranche Face value

Respectiveproportion

issued by Triera


Respectiveproportion

issued by NCHA

HK$ HK$ HK$ HK$

SCDL Investor 1 . . . . . . . . . 1 1,976,666 1,482,499.50 296,499.90 197,666.60SCDL Investor 2 . . . . . . . . . 2 1,976,667 1,482,500.25 296,500.05 197,666.70SCDL Investor 3 . . . . . . . . . 3 1,976,667 1,482,500.25 296,500.05 197,666.70SCDL Investor 4 . . . . . . . . . 4 1,482,500 1,111,875.00 222,375.00 148,250.00SCDL Investor 5 . . . . . . . . . 5 1,186,000 889,500.00 177,900.00 118,600.00SCDL Investor 6 . . . . . . . . . 6 889,500 667,125.00 133,425.00 88,950.00SCDL Investor 7 . . . . . . . . . 7 29,622,231 22,216,673.25 4,443,334.65 2,962,223.10SCDL Investor 8 . . . . . . . . . 8 29,622,231 22,216,673.25 4,443,334.65 2,962,223.10SCDL Investor 9 . . . . . . . . . 9 111,276,713 83,457,534.75 16,691,506.95 11,127,671.30SCDL Investor 10 . . . . . . . . 10 2,934,773 2,201,079.75 440,215.95 293,477.30

Total: . . . . . . . . . . . . . . . . . 182,943,948 137,207,961.00 27,441,592.20 18,294,394.80

Upon the exercise of the exchange rights of or mandatory exchange under the EB III, the BVIShareholders shall transfer the relevant number of Shares held by it to the SCDL Investors.Accordingly, the EB III does not have any accounting impact on our Company.

On April 16, 2015, SCDL Investor 10 underwent a group restructuring and liquidation as a resultof which, its legal and beneficial right, title and interest in and to the EB III and the EB Agreement IIIwere transferred to Ironbridge II Luxembourg Holdings 2 S.a.r.I. (“Ironbridge II Luxembourg”), acompany incorporated under the laws of Grand Duchy of Luxembourg (the “EB III Tranche 10Transfer”). SCDL Investor 10 was a wholly-owned subsidiary of Ironbridge II Luxembourg before itsliquidation and Ironbridge II Luxembourg is in turn a wholly-owned subsidiary of SCDL Investor 9.Pursuant to an assignment dated April 16, 2015, Ironbridge II Luxembourg assigned its legal andbeneficial right, title and interest in and to the EB III and the EB Agreement III to SCDL Investor 9.

As at the Latest Practicable Date, the SCDL Investors had not exchanged any part of the EB IIIinto our Shares. The entire principal amount of the EB III shall be automatically and mandatorilyexchanged into our Shares immediately preceding the Listing. All the rights conferred on the SCDLInvestors under the EB Agreement III and the EB III will be terminated upon the full exchange of theentire outstanding amount of the EB III preceding the Listing.

— 197 —


The table below sets out details of the shareholding in our Company to be held by each of theexchangeable instrument holders upon the completion of the Capitalization Issue and the GlobalOffering (the “EB Table”):

InvestorExchangeable

instrument

Number ofShares to beexchangedupon full

conversion

Approximatecost per

Share paidby eachinvestor

Effective discount/premium to the Offer

Price(Note 1)

Approximatepercentage of

shareholding in ourCompany upon full

conversion butbefore the

completion of theGlobal Offering(Note 1)

Approximatepercentage of

shareholding inour Companyimmediately

upon thecompletion of

theCapitalizationIssue and the

Global Offering(without taking

into accountany Shares

may be allottedand

issued uponthe exercise of

the Over-allotment

Option and anyoptions which

may begranted

under theShare OptionScheme)(Note 1)

HK$Mimas Sino(Note 2) . . . . EB I 99,200,528 3.02 27.23% (discount) 12.02% 2.42%Sagemore . . . . . . . . . . EB II 32,338,010 3.09 25.54% (discount) 3.92% 3.23%SCDL Investor 1 . . . . EB III Tranche 1 415,567 4.76 14.62% (premium) 0.05% 0.04%SCDL Investor 2 . . . . EB III Tranche 2 415,568 4.76 14.62% (premium) 0.05% 0.04%SCDL Investor 3 . . . . EB III Tranche 3 415,568 4.76 14.62% (premium) 0.05% 0.04%SCDL Investor 4 . . . . EB III Tranche 4 311,676 4.76 14.62% (premium) 0.04% 0.03%SCDL Investor 5 . . . . EB III Tranche 5 249,341 4.76 14.62% (premium) 0.03% 0.02%SCDL Investor 6 . . . . EB III Tranche 6 187,005 4.76 14.62% (premium) 0.02% 0.02%SCDL Investor 7 . . . . EB III Tranche 7 6,227,675 4.76 14.62% (premium) 0.76% 0.62%SCDL Investor 8 . . . . EB III Tranche 8 6,227,675 4.76 14.62% (premium) 0.76% 0.62%SCDL Investor 9(Note 3) EB III Tranche 9 23,394,430 4.76 14.62% (premium) 2.84% 2.34%SCDL Investor 9(Note 3) EB III Tranche 10 616,996 4.76 14.62% (premium) 0.08% 0.06%

Notes

(1) Assuming the Listing Date is December 15, 2015, the Global Offering will be conducted at the mid-point of the indicativeOffer Price range, being HK$4.15 and based on the approximate cost per Share as set out in the adjacent column of thistable.

(2) Mimas Sino is the Selling Shareholder. 75,000,000 Shares to be converted in accordance with terms in EB I will be soldpursuant to the Global Offering.

(3) As a result of the EB III Tranche 10 Transfer, SCDL Investor 9 held both Tranche 9 and Tranche 10 of the EB III.

The EB Agreement I, EB Agreement II, EB I, and EB II are silent as to whether the Shares held byMimas Sino and Sagemore will be subject to any lock-up requirements after the Listing. In any event,Sagemore has agreed that, unless otherwise agreed by us, the Sole Global Coordinator and the HongKong Underwriters, any Shares held by Sagemore prior to the Listing will be subject to a lock-upperiod of six months after the Listing Date, the particulars of which are set out in the section headed“Underwriting — Underwriting Arrangements and Expenses” in this prospectus. Pursuant to the EBAgreement III, the SCDL Investors had agreed to enter into an undertaking such that any Shares heldby the SCDL Investors shall be subject to a lock-up period of six months after the Listing, theparticulars of which are also set out in the section headed “Underwriting – Underwriting Arrangementsand Expenses” in this prospectus.

Save for the Shares to be held by SCDL Investor 4 and SCDL Investor 5, who are our coreconnected persons, all of the Shares exchanged under the EB I, EBII and EB III will be counted aspart of the public float upon the Listing for the purpose of Rule 8.08 of the Listing Rules.

— 198 —


The Sole Sponsor has reviewed the relevant information and documentation in relation to theinvestments of Mimas Sino, Sagemore and the SCDL Investors. The Sole Sponsor is of the view thatthe investments by Mimas Sino, Sagemore and the SCDL Investors are in compliance with the InterimGuidance on Pre-IPO Investments (HKEx-GL29-12) issued by the Stock Exchange in October 2010and January 2012, Guidance on Pre-IPO Investments (HKEx-GL43-12) issued by the Stock Exchangein October 2012 and updated in July 2013, and Guidance on Pre-IPO Investments in ConvertibleInstruments (HKEx-GL44-12) issued by the Stock Exchange in October 2012.

SALE OF THE SALE SHARES BY THE SELLING SHAREHOLDER

As part of the Global Offering, the Selling Shareholder will offer 75,000,000 Sale Shares for salepursuant to the International Placing. Please refer to the section headed “Structure of the GlobalOffering” for details of the Sale Shares by the Selling Shareholder.

— 199 —


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tralia

Hol

ding

BV

I(B

VI)

Dig

itek

Den

tal

(Hon

g K

ong)

SCD

L H

oldi

ngs

(Aus

tralia

)

Mod

ern

Den

tal

Aus

tralia

(Aus

tralia

)

HK

Hol

ding

BV

I(B

VI)

Am

eric

a Hol

ding

HK

(Hon

g K

ong)

Am

eric

a Hol

ding

BV

I(B

VI)

The C

ompa

ny(C

aym

an Is

land

s)

Mod

ern

Den

tal H

oldi

ng B

VI

(BV

I)

Euro

pe H

oldi

ng H

K(H

ong

Kon

g)

Euro

pe H

oldi

ng B

VI

(BV

I)M

acau

Hol

ding

BV

I(B

VI)

Mod

ern

Den

tal

Mac

au(M

acau

)Am

erica

Hol

ding

USA

(USA

)

MD

LCL

(Hon

g K

ong)

1%

Labo

cast

(Fra

nce)

Mod

ern

Den

tal

USA

,(U

SA)

Euro

pe H

oldi

ng N

ethe

rland

s(N

ethe

rland

s)

Elys

ee D

enta

lH

oldi

ng B

.V.

(Net

herla

nds)

100%

Labo

cast

Hol

ding

Net

herla

nds

(Net

herla

nds)

100%

Mod

ern

Den

tal

Sava

nnah

(USA

)(N

ote 4

)

99%

Perm

aden

tal

Hol

ding

B.V

.(N

ethe

rland

s)

Mod

ern

Den

tal

Solu

tions

B.V

.(N

ethe

rland

s)

Labo

OI

(Mau

ritiu

s)(M

aurit

ius)

Labo

Oce

an In

dien

(Mad

agas

car)

Sund

ance

Den

tal

(USA

)(N

ote 5

)

Qua

ntum

Den

tal

(Can

ada)

(Not

e 3)

Perm

aden

tal B

.V.

(Net

herla

nds)

Perm

aden

tal G

mbH

(Ger

man

y)Se

mpe

rden

t Gm

bH(G

erm

any)

Perm

aden

tal C

hina

Lim

ited

(Hon

g K

ong)

Elys

ee D

enta

lBe

lgiu

m B

VBA

(Bel

gium

)

Tand

tech

nisc

hLa

bora

toriu

m J.

van

Noo

rt B.

V.

(Net

herla

nds)

T.T.

L. O

oste

rwijk

B.V

.(N

ethe

rland

s)

Sem

perd

ent

Hol

ding

B.V

.(N

ethe

rland

s)

Sem

perd

ent B

.V.

(Net

herla

nds)M

oder

n D

enta

l3d

solu

tions

(Ger

man

y)

Elys

ee D

enta

lSo

lutio

ns B

.V.

(Net

herla

nds)

Elys

ee D

ental

Supp

lies &

Ser

vice

sB.

V.(N

ether

lands

)

Labo

cast

Tech

nica

l(P

RC)

100%

100%

100%

100%

99.9

5%0.

05%

Uni

-Den

t N.V

.(B

elgi

um)

Elys

ee D

enta

lIb

eric

a S.L

.(S

pain

)

SCD

L Ire

land

(Irel

and)

(Not

e 6)

And

ent P

ty L

td(A

ustra

lia)

Prof

orm

Aus

tralia

Pty

Ltd

(Aus

tralia

)

Sout

hern

Cro

ssD

enta

lLa

bora

torie

s (N

Z)Li

mite

d(N

ew Z

eala

nd)

99%

Elys

ee D

enta

lA

ktie

bola

g(S

wed

en)

BU F

acto

ryPt

y Lt

d(A

ustra

lia)

Elys

ee D

enta

l Oy

(Fin

land

)

Ora

lscan

Ned

erla

nd B

.V.

(Net

herla

nds)

Elys

ee D

ental

ApS

(Den

mar

k)

Pavo

na P

ty L

td(A

ustra

lia)

Elys

ee D

enta

lEu

rope

B.V

.(N

ethe

rland

s)

Publ

icPr

ospe

rity W

orld

wide

(Not

e 1)

100%

MD

LSZ

(PRC

)

100%

YZJ

SZ(P

RC)

100%

MD

LDG

(PRC

)

100%

Gol

d &

Cer

amic

s(A

ustra

lia)

Nga

i Chi

Ho

Alw

inN

gai S

hing

Kin

Chan

Yik

Yu

Chan

Ron

ald

Yik

Lon

gCh

an K

wun

Pan

100%

100%

100%

100%

100%

100%

100%

100%

78.0

5%10

0%

Den

tmill

Aus

tralia

Pty

Ltd

(Aus

tralia

)

Chan

Kwu

n Fun

g

2.42

%

Mim

as S

ino

(Not

e 1)

0.81

%

Pre-

IPO

RSU

Nom

inee100%

Pre-

IPO

RSU

Trus

tee

100%

Uno

rtho

B.V

.(N

ethe

rland

s)

— 200 —


Notes:

(1) Assuming the Listing Date is December 15, 2015 and the Global Offering will be conducted at the mid-point of theindicative Offer Price range, being HK$4.15.

(2) For the individual percentage of shareholding of the SCDL Investors, please refer to the EB table in this section.

(3) Quantum Dental is owned as to (i) 70% by America Holding HK, (ii) 15% by Mr. Shane Sebestyen, the step-son of Mr. M.P.Girard, and (iii) 15% by 2040547 Ontario Ltd, a company wholly owned by Girard Holdings, a company wholly-owned byMr. M.P. Girard and his spouse Ms. Tina Girard in. Mr. M.P. Girard is a director and a manager of our subsidiaries.

(4) Modern Dental Savannah is owned as to 70% by Modern Dental USA and 30% by Wheelhouse Dental, a company wholly-owned by Mr. Matthew Wheelan.

(5) Sundance Dental is owned as to 70% by Modern Dental USA and 30% by Dearien Holdings, a company wholly-owned byMr. Steven Dearien, a manager of Sundance Dental, and his spouse Ms. Aimee Dearien in equal shares.

(6) SCDL Ireland is owned as to (i) 78.05% by SCDL Pty Ltd; (ii) 19.51% by David Reaney Associates, a company owned as to90% and 10% by Mr. D. Reaney, a director of SCDL Ireland, and his spouse Ms. Hazel Reaney, respectively; and (iii) 2.44%by Mr. William White, an Independent Third Party.

— 201 —

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