Vincent Medical’s Acquisition of Envisen

26 May 2017

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Stock code: 1612

Disclosure Statement

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This presentation and the accompanying slides (the "Presentation") which have been prepared by Vincent Medical Holdings Limited (“Vincent Medical" orthe "Company") do not constitute any offer or invitation to purchase or subscribe for any securities, and shall not form the basis for or be relied on inconnection with any contract or binding commitment whatsoever. This Presentation has been prepared by the Company solely for the use at thepresentations/meetings held and may not be reproduced or redistributed without permission.

The Presentation contains, among others, certain summarized information from the circular of the Company dated 26 May 2017 (the “Circular”) which setout details of the subject acquisition of Envisen Holding Limited (“Envisen”). You should refer to the Circular for information of the subject acquisition.

This Presentation has been prepared based on information and data which the Company considers reliable, but the Company makes no representation orwarranty, express or implied, whatsoever, on the truth, accuracy, completeness, fairness and reasonableness of the contents of this Presentation. ThisPresentation may not be all-inclusive and may not contain all of the information that you may consider material. Any liability in respect of the contents of orany omission from this Presentation is expressly excluded.

All information and data are provided for reference only. All opinions expressed herein are based on information available as of the date hereof and aresubject to change without notice. No representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness,accuracy, completeness or suitability of any information or opinion contained herein. None of Vincent Medical or any of its directors, officers, employees,agents or advisors shall be in any way responsible for the contents hereof, nor shall they be liable for any loss arising from use of the information containedin this presentation or otherwise arising in connection therewith.

This document may contain forward-looking statements. The past performances of Vincent Medical and its group of company (the “Group”) and Envisenare not necessary indicative of their future performance and that the actual results may differ materially from those set forth in any forward-lookingstatements herein. Nothing contained in this document is, or shall be relied on, as a promise or forecast as to the future.

A STRATEGIC INVESTMENT

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✓ In line with the Group’s strategic direction in expanding its business andproduct portfolio

✓ Expansion of product range to cover alcohol breathalyzer products, oximetersand patient monitor devices

✓ Oximeters and patient monitor accessories are complementary to the Group’sexisting product

✓ Potential synergy in cross-selling of the Group’s products to Envisen’s existingcustomers

✓ Enhance market coverage and penetration of the Group’s OBM products

✓ Horizontal integration of the Group’s anesthesia and respiratory disposablesbusiness segment with the aim to minimize overall production costs

✓ Leveraging on its experience in managing large-scale production, the Group can enhance the production efficiency of Envisen

✓ Envisen’s expertise in the R&D of oximetry and breathalyzer products are valuable to the development of the Group’s respiratory equipment

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Key Transaction Terms

Structure and Consideration

• On 12 April 2017, Vincent Medical Care Holdings Limited, a direct wholly-owned subsidiary of the Company, the Vendors and Envisen Holding Limited (“Envisen”), announced that they have entered into a definitive acquisition agreement whereby Vincent Medical will acquire 100% of Envisen

• Total consideration for the acquisition is HK$130,000,000• Of which, HK$90,000,000 will be satisfied by Vincent Medical allotting and issuing

81,818,181 new shares at HK$1.1 per share upon completion of the acquisition• The remaining balance of HK$40,000,000 shall be satisfied by the allotment and issue of

up to 36,363,635 new shares at HK$1.1 per share or by cash (at the election of the Vendors) twelve months after and upon completion of the acquisition

• Vincent Medical intends to appoint Dr. Lu Yu Fei as an Executive Director of the Group upon completion of the acquisition

Profit Guarantee• For FY2017, the Net Profit of Envisen shall not be less than HK$11 million; and• For FY2017 and FY2018, the Net Profit of Envisen shall not be less than HK$24 million in

aggregate

Approvals and Closing

• The transaction is subject to the receipt of shareholder approval and the satisfaction of other customary closing conditions, and is expected to close in June 2017

Other Terms • Please refer to the Circular

PRC40%

Germany17%

South Africa14%

India8%

UK7%

Switzerland3% Others

11%

2016

Envisen - Medical Device developer specialized in Oximeters and SpO2 Sensors

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Business Description: Envisen specialized in the R&D, manufacture, sales and marketing of a wide range of medical devices

Key products include: medical oximeters (i.e. oxygen saturation level monitoring devices), pulse oximetry (i.e. oxygen saturation level measuring devices), bilumen breathing circuits (i.e. respiratory tubes with inner walls segregating inspiratory and expiratory airways), portable alcohol breathalyzer and other patient monitoring diagnostic systems

Product R&D , manufacturing and warehouse facilities are located in Shenzhen, the PRC

Envisen Revenue by Geography in 2016

Breathalyzers and oximetry solutions

60%

Patient monitor

accessories27%

Respiratory products

10%

Lab testing3%

2016Envisen Revenue by Product/Service in 2016

ODM47%

OEM23%

OBM15%

Others15%

2016Envisen Revenue by Business in 2016

Revenue increased by 34.1% to HK$67.3 million in 2016 from HK$50.2 million in 2015

Financial Summary of Envisen

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HK$ 000’ 2016 2015 Change

Turnover 67,334 50,230 +34.1%

Goss Profit 25,728 18,306 +40.5%

Gross Profit Margin 38.2% 36.4% +1.8 % pts

Net Profit before Tax 11,231 2,059 +445.5%

Net Profit after Tax 9,142 622 +13.7 times

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Founder with Strong Focus on Product R&D

Profile of Dr. Lu Yu Fei

Dr. Lu, aged 54, is a founder of and currently holds the position of the chief executive officer of Envisen. Dr. Lugraduated from the Sun Yat-sen University in the PRC in 1986 with a bachelor’s degree in biochemistry.

In 1994, Dr. Lu was awarded by the Victoria University of Wellington in New Zealand with the degree of doctorof philosophy in biochemistry.

In 1997, Dr. Lu returned to work in Hong Kong from New Zealand and joined as a staff member and one of theshareholders of GTS, which currently forms part of Envisen, in 2000. Thereafter, Dr. Lu acquired the remainingshareholding interest in GTS and set up other companies within Envisen. Dr. Lu has over 15 years of experiencein business management.

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Envisen’s Breathalyzer and Oximetry Solutions

Breathalyzer for Road Safety Control HandyOxi500- Hand Held SpO2 Monitor SoftOxi – Fingertip Pulse Oximeter

Expand Vincent Medical’s product portfolio and create possible cross-selling opportunities

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Envisen’s Patient Monitor Accessories

BRIDGE™ SpO2 Sensor and Cables BRIDGE™ NIBP Cuffs and Extension Hoses BRIDGE™ ECG / EKG Cables and Accessories

Complementary to Vincent Medical’s existing anesthesia and respiratory disposable products

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Envisen’s Respiratory Products

QTUBE Bilumen Breathing Circuit CoreFlow Corrugated Breathing Circuit

Potential horizontal integration to further expand business scale to benefit from economies of scale

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Envisen’s OEM Products

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Envisen’s Production Facility in Shenzhen

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Key Transaction Milestones

❖Transaction Announcement

❖Announcement on supplemental agreement (profit guarantee provided by Vendors)

❖ Settlement of the 2nd Tranche Payment (HK$40 million) by allotment and issue of new shares at HK$1.1 per share or by cash

April 2017

May 2017

June 2017

June 2018

❖Vincent Medical’s independent shareholders voting on 15 June 2017

❖Settlement of the 1st Tranche Payment (HK$90 million) by allotment and issue of new shares at HK$1.1 per share

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Envisen is a Strategic Investment for Vincent Medical

In line with Vincent Medical’s strategic direction in expanding its business and product portfolio

Complementary Product Portfolio with High Potential Expand product range to cover oximeters and alcohol breathalyzer products Complement to Vincent Medical’s existing respiratory and aesthesia products

Opportunity to Expand Reach in South Africa and Europe Potential for further expansion in South Africa, Europe and other geographies, utilizing the

sales and distribution networks of both companies

Leverage Vincent Medical’s on-the-ground resources and market know-how in production and distribution of products

Enhance Product Development Utilizes Dr. Lu’s expertise and experience to the R&D of the Group’s products

Profit Guarantee 2017 net profit guarantee of not less than HK$11 million (approx. 21% growth from 2016) 2017 & 2018 net profit guarantee of not less than HK$24 million in aggregate

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Envisen’s Booth at 2017 CMEF* Shanghai (15 -18 May 2017)

*China International Medical Equipment Fair