Cocoon Holdings Limited — Director's Dealing 2016

Jul 29, 2016

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

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the shares in Alibaba Health Information Technology Limited.

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ALIBABA HEALTH INFORMATION TECHNOLOGY LIMITED 阿里健康信息技術有限公司

(Incorporated in Bermuda with limited liability)

(Stock code: 00241)

GRANT OF SHARE OPTIONS AND RESTRICTED SHARE UNITS

GRANT OF SHARE OPTIONS AND RESTRICTED SHARE UNITS

On July 29, 2016, the Company granted 21,338,600 Options to 122 Grantees and 15,623,700 RSUs to 127 Grantees in accordance with the terms of the Share Award Scheme, subject to acceptance.

SHARE OPTIONS

On July 29, 2016, the Company granted 21,338,600 Options to 122 Grantees in accordance with the terms of the Share Award Scheme, subject to acceptance.

– 1 –

Details of the Grant

The details of the Options granted to the Grantees are as follows:

Date of Grant: July 29, 2016

Number of Grantees: 122

Total number of 21,338,600 new Shares to be subscribed upon exercise of the Options granted:

Consideration for Nil the grant:

Exercise price of the HK$5.558 per Share Options granted:

Validity period of The validity period of the Options shall be ten years from the Date of the Options: Grant and the Options shall lapse at the expiry of the validity period.

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Vesting period:

The Options granted shall vest in the Grantees on the vesting schedule set out in the table below:

Name of Grantee Position Wang Lei Chief Executive Officer, executive Director and director of Joy Heaven, Alibaba Health (HK), Alibaba Health Technology (Beijing), CITIC 21CN (China) and Shanghai Kangtao Meng Changan Director of Joy Heaven, Alibaba Health (HK), Alibaba Health Technology (Beijing), CITIC 21CN (China) and Shanghai Kangtao Ma Li Director of Alibaba Health Technology (Beijing) Wang Peiyu Director of CITIC 21CN (China) Li Yipeng Director of Shanghai Kangtao 92 Non-connected Grantees Employees of the Group who are not connected persons of the Company 21 Non-connected Grantees 1 Non-connected Grantee 1 Non-connected Grantee 1 Non-connected Grantee 1 Non-connected Grantee Total 122 Grantees	October 10, 2016 – – – – – – – – – – 41,100	January 31, 2017 – – – – – – – – 82,600 48,000 –	April 30, 2017 – – – – – – – – 110,200 12,000 136,000	Vesting Dates and the Number of Options Vesting July 31, 2017 October 10, 2017 January 31, 2018 April 30, 2018 July 31, 2018 April 30, 2019 285,250 – – – 285,250 – 79,750 – – – 79,750 – 91,250 – – – 91,250 – 114,000 – – – 114,000 – 57,000 – – – 57,000 – 3,217,000 – – – 3,217,000 – – – – – 2,532,800 – – – – 38,000 – 19,000 – – – 70,600 – 39,600 – – 48,000 12,000 – 12,000 – 41,100 – 95,500 – 45,900 3,844,250 41,100 48,000 216,100 6,377,050 116,500	Vesting Dates and the Number of Options Vesting July 31, 2017 October 10, 2017 January 31, 2018 April 30, 2018 July 31, 2018 April 30, 2019 285,250 – – – 285,250 – 79,750 – – – 79,750 – 91,250 – – – 91,250 – 114,000 – – – 114,000 – 57,000 – – – 57,000 – 3,217,000 – – – 3,217,000 – – – – – 2,532,800 – – – – 38,000 – 19,000 – – – 70,600 – 39,600 – – 48,000 12,000 – 12,000 – 41,100 – 95,500 – 45,900 3,844,250 41,100 48,000 216,100 6,377,050 116,500	Vesting Dates and the Number of Options Vesting July 31, 2017 October 10, 2017 January 31, 2018 April 30, 2018 July 31, 2018 April 30, 2019 285,250 – – – 285,250 – 79,750 – – – 79,750 – 91,250 – – – 91,250 – 114,000 – – – 114,000 – 57,000 – – – 57,000 – 3,217,000 – – – 3,217,000 – – – – – 2,532,800 – – – – 38,000 – 19,000 – – – 70,600 – 39,600 – – 48,000 12,000 – 12,000 – 41,100 – 95,500 – 45,900 3,844,250 41,100 48,000 216,100 6,377,050 116,500	Vesting Dates and the Number of Options Vesting July 31, 2017 October 10, 2017 January 31, 2018 April 30, 2018 July 31, 2018 April 30, 2019 285,250 – – – 285,250 – 79,750 – – – 79,750 – 91,250 – – – 91,250 – 114,000 – – – 114,000 – 57,000 – – – 57,000 – 3,217,000 – – – 3,217,000 – – – – – 2,532,800 – – – – 38,000 – 19,000 – – – 70,600 – 39,600 – – 48,000 12,000 – 12,000 – 41,100 – 95,500 – 45,900 3,844,250 41,100 48,000 216,100 6,377,050 116,500	Vesting Dates and the Number of Options Vesting July 31, 2017 October 10, 2017 January 31, 2018 April 30, 2018 July 31, 2018 April 30, 2019 285,250 – – – 285,250 – 79,750 – – – 79,750 – 91,250 – – – 91,250 – 114,000 – – – 114,000 – 57,000 – – – 57,000 – 3,217,000 – – – 3,217,000 – – – – – 2,532,800 – – – – 38,000 – 19,000 – – – 70,600 – 39,600 – – 48,000 12,000 – 12,000 – 41,100 – 95,500 – 45,900 3,844,250 41,100 48,000 216,100 6,377,050 116,500	Vesting Dates and the Number of Options Vesting July 31, 2017 October 10, 2017 January 31, 2018 April 30, 2018 July 31, 2018 April 30, 2019 285,250 – – – 285,250 – 79,750 – – – 79,750 – 91,250 – – – 91,250 – 114,000 – – – 114,000 – 57,000 – – – 57,000 – 3,217,000 – – – 3,217,000 – – – – – 2,532,800 – – – – 38,000 – 19,000 – – – 70,600 – 39,600 – – 48,000 12,000 – 12,000 – 41,100 – 95,500 – 45,900 3,844,250 41,100 48,000 216,100 6,377,050 116,500	July 31, 2019 285,250 79,750 91,250 114,000 57,000 3,217,000 1,266,400 – – – –	April 30, 2020 – – – – – – – 19,000 – 12,000 13,400	July 31, 2020 285,250 79,750 91,250 114,000 57,000 3,217,000 1,266,400 – – – –
	41,100	130,600	258,200	3,844,250	41,100	48,000	216,100	6,377,050	116,500	5,110,650	44,400	5,110,650

The Options granted are not subject to performance targets.

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Exercise Price

The exercise price of the Options of HK$5.558 per Share represents the highest of (i) the closing price of the Shares of HK$5.39 per Share as stated in the daily quotation sheet issued by the Stock Exchange on the Date of Grant, (ii) the average closing price of the Shares of HK$5.558 per Share as stated in the daily quotation sheets issued by the Stock Exchange for the five business days immediately preceding the Date of Grant, and (iii) the nominal value of each Share, which is HK$0.01.

Connected Grantees

Five (5) of the Grantees, who are connected persons of the Company, were granted 2,509,000 Options in aggregate. Such grant of Options was approved by the independent non-executive Directors on June 22, 2016 in accordance with Rule 17.04(1) of the Listing Rules. Mr. Wang Lei, one of such Connected Grantees, is also our Chief Executive Officer and an executive Director. Mr. Wang Lei had abstained from voting on the resolution relating to the Options granted to himself and had not been counted towards the quorum of the Board meeting in respect of such resolution. The other four Connected Grantees are directors of subsidiaries of the Company.

RESTRICTED SHARE UNITS

On July 29, 2016, the Company granted 15,623,700 RSUs to 127 Grantees in accordance with the terms of the Share Award Scheme, subject to acceptance. In accordance with the terms of the Share Award Scheme, the RSUs were granted to the Grantees under the following terms:

• each of the RSUs was granted for nil consideration;

• each of these RSUs to be granted to the Grantees represents the right to receive a Share on the date it vests; and

• the RSUs granted are not subject to performance targets.

In relation to 14,558,700 RSUs granted to the Non-connected Grantees who are not connected persons of the Company, new Shares that rank pari passu in all respects among themselves and with all the Shares in issue from time to time shall be issued to such Non-connected Grantees upon vesting and settlement of such RSUs. In relation to 1,065,000 RSUs granted to the Connected Grantees, the Company shall procure the Trustee to purchase existing Shares from the market out of cash contribution by the Company to be held on trust for the Grantees until such RSUs are vested with such Connected Grantees.

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The RSUs granted shall vest in the Grantees on the vesting schedule set out in the table below:

Name of Grantee Position October 10, 2016 Wang Lei Chief Executive Officer, executive Director and director of Joy Heaven, Alibaba Health (HK), Alibaba Health Technology (Beijing), CITIC 21CN (China) and Shanghai Kangtao – Meng Changan Director of Joy Heaven, Alibaba Health (HK), Alibaba Health Technology (Beijing), CITIC 21CN (China) and Shanghai Kangtao – Ma Li Director of Alibaba Health Technology (Beijing) – Wang Peiyu Director of CITIC 21CN (China) – Li Yipeng Director of Shanghai Kangtao – 89 Non-connected Grantees Employees of the Group who are not connected persons of the Company – 21 Non-connected Grantees – 2 Non-connected Grantees 98,700 1 Non-connected Grantee 3,000 1 Non-connected Grantee 105,400 1 Non-connected Grantee 110,000 1 Non-connected Grantee – 1 Non-connected Grantee 3,100 1 Non-connected Grantee 162,300 1 Non-connected Grantee – 1 Non-connected Grantee – 1 Non-connected Grantee – 1 Non-connected Grantee – Total 127 Grantees 482,500	Name of Grantee Position October 10, 2016 Wang Lei Chief Executive Officer, executive Director and director of Joy Heaven, Alibaba Health (HK), Alibaba Health Technology (Beijing), CITIC 21CN (China) and Shanghai Kangtao – Meng Changan Director of Joy Heaven, Alibaba Health (HK), Alibaba Health Technology (Beijing), CITIC 21CN (China) and Shanghai Kangtao – Ma Li Director of Alibaba Health Technology (Beijing) – Wang Peiyu Director of CITIC 21CN (China) – Li Yipeng Director of Shanghai Kangtao – 89 Non-connected Grantees Employees of the Group who are not connected persons of the Company – 21 Non-connected Grantees – 2 Non-connected Grantees 98,700 1 Non-connected Grantee 3,000 1 Non-connected Grantee 105,400 1 Non-connected Grantee 110,000 1 Non-connected Grantee – 1 Non-connected Grantee 3,100 1 Non-connected Grantee 162,300 1 Non-connected Grantee – 1 Non-connected Grantee – 1 Non-connected Grantee – 1 Non-connected Grantee – Total 127 Grantees 482,500	January 31, 2017 – – – – – – – – – – – – – – 64,400 – 37,400 –	April 30, 2017 – – – – – – – 266,000 47,000 34,100 191,300 – 121,200 88,000 85,800 65,500 9,300 256,000	July 31, 2017 95,000 40,000 45,750 57,000 28,500 1,942,000 – – 13,250 13,250 34,250 – – – – – – –	Vesting Dates and the Number of RSUs Vesting October 10, 2017 January 31, 2018 April 30, 2018 July 31, 2018 October 10, 2018 – – – 95,000 – – – – 40,000 – – – – 45,750 – – – – 57,000 – – – – 28,500 – – – – 1,942,000 – – – – 1,280,350 – 98,700 – 173,200 – – 3,000 – 47,000 13,250 – 105,400 – 34,100 13,250 – 25,000 – 140,400 34,250 – – – 35,500 – – 3,100 – 51,900 – – 81,100 – 88,000 – 81,100 – – 55,000 – – – – 65,500 – – – 37,400 9,300 – – – – 256,000 – – 316,300 37,400 955,900 3,549,350 81,100	Vesting Dates and the Number of RSUs Vesting October 10, 2017 January 31, 2018 April 30, 2018 July 31, 2018 October 10, 2018 – – – 95,000 – – – – 40,000 – – – – 45,750 – – – – 57,000 – – – – 28,500 – – – – 1,942,000 – – – – 1,280,350 – 98,700 – 173,200 – – 3,000 – 47,000 13,250 – 105,400 – 34,100 13,250 – 25,000 – 140,400 34,250 – – – 35,500 – – 3,100 – 51,900 – – 81,100 – 88,000 – 81,100 – – 55,000 – – – – 65,500 – – – 37,400 9,300 – – – – 256,000 – – 316,300 37,400 955,900 3,549,350 81,100	Vesting Dates and the Number of RSUs Vesting October 10, 2017 January 31, 2018 April 30, 2018 July 31, 2018 October 10, 2018 – – – 95,000 – – – – 40,000 – – – – 45,750 – – – – 57,000 – – – – 28,500 – – – – 1,942,000 – – – – 1,280,350 – 98,700 – 173,200 – – 3,000 – 47,000 13,250 – 105,400 – 34,100 13,250 – 25,000 – 140,400 34,250 – – – 35,500 – – 3,100 – 51,900 – – 81,100 – 88,000 – 81,100 – – 55,000 – – – – 65,500 – – – 37,400 9,300 – – – – 256,000 – – 316,300 37,400 955,900 3,549,350 81,100	Vesting Dates and the Number of RSUs Vesting October 10, 2017 January 31, 2018 April 30, 2018 July 31, 2018 October 10, 2018 – – – 95,000 – – – – 40,000 – – – – 45,750 – – – – 57,000 – – – – 28,500 – – – – 1,942,000 – – – – 1,280,350 – 98,700 – 173,200 – – 3,000 – 47,000 13,250 – 105,400 – 34,100 13,250 – 25,000 – 140,400 34,250 – – – 35,500 – – 3,100 – 51,900 – – 81,100 – 88,000 – 81,100 – – 55,000 – – – – 65,500 – – – 37,400 9,300 – – – – 256,000 – – 316,300 37,400 955,900 3,549,350 81,100	Vesting Dates and the Number of RSUs Vesting October 10, 2017 January 31, 2018 April 30, 2018 July 31, 2018 October 10, 2018 – – – 95,000 – – – – 40,000 – – – – 45,750 – – – – 57,000 – – – – 28,500 – – – – 1,942,000 – – – – 1,280,350 – 98,700 – 173,200 – – 3,000 – 47,000 13,250 – 105,400 – 34,100 13,250 – 25,000 – 140,400 34,250 – – – 35,500 – – 3,100 – 51,900 – – 81,100 – 88,000 – 81,100 – – 55,000 – – – – 65,500 – – – 37,400 9,300 – – – – 256,000 – – 316,300 37,400 955,900 3,549,350 81,100	April 30, 2019 – – – – – – – 78,900 24,000 – 80,900 17,750 27,700 88,000 30,800 – 9,300 185,500	July 31, 2019 95,000 40,000 45,750 57,000 28,500 1,942,000 640,175 – 13,250 13,250 34,250 – – – – – – –	April 30, 2020 – – – – – – – 27,500 – – 40,400 17,750 – 47,500 – – 9,300 162,500	July 31, 2020 95,000 40,000 45,750 57,000 28,500 1,942,000 640,175 – 13,250 13,250 34,250 – – – – – – –
	482,500	**101,800 **	**1,164,200 **	2,269,000	316,300	37,400	**955,900 **	3,549,350	81,100	**542,850 **	2,909,175	**304,950 **	2,909,175

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Based on the closing price of HK$5.39 per Share as quoted on the Stock Exchange on the Date of Grant, the market value of the RSUs granted to the Grantees amounts to approximately HK$84.2 million.

Connected Grantees

Five (5) of the Grantees, who are connected persons of the Company, were granted 1,065,000 RSUs in aggregate. Mr. Wang Lei had abstained from voting on the resolution relating to the RSUs granted to himself and had not been counted towards the quorum of the Board meeting in respect of such resolution.

Based on the closing price of HK$5.39 per Share as quoted on the Stock Exchange on July 29, 2016, the market value of the RSUs to be granted to the five Connected Grantees amounts to approximately HK$5.7 million.

Listing Rules Implications

The grant of RSUs to each of the Connected Grantees constituted a connected transaction of the Company under Chapter 14A of the Listing Rules. However, no new Shares will be issued and allotted upon vesting and settlement of such RSUs granted to the Connected Grantees. Based on the closing price of HK$5.39 of the Shares as quoted on the Stock Exchange on the Date of Grant and the number of RSUs granted to each Connected Grantee, the applicable percentage ratios are less than 5%, and the market value of the RSUs granted to each Connected Grantee is less than HK$3,000,000. As such, the grant of RSUs to each of the Connected Grantees is exempt from reporting, announcement and independent shareholders’ approval requirements under Rule 14A.73 of the Listing Rules.

DEFINITIONS

“Alibaba Health (HK)” Alibaba Health (Hong Kong) Technology Company Limited (阿里健康（香港）科技有限公司), a subsidiary of the Company “Alibaba Health Technology Alibaba Health Technology (Beijing) Company Limited* (阿 (Beijing)” 里健康科技（北京）有限公司), a subsidiary of the Company “Board” the board of directors of the Company “CITIC 21CN (China)” CITIC 21CN (China) Technology Company Limited (中信21 世紀（中國）科技有限公司), a subsidiary of the Company “Company” Alibaba Health Information Technology Limited (阿里健康 信息技術有限公司), a company incorporated in Bermuda and listed on the Stock Exchange (Stock Code: 00241) “Connected Grantees” the five (5) Grantees who are also connected persons of the Company

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“connected person(s)”	has the same meaning ascribed to it under the Listing Rules
“Date of Grant”	July 29, 2016
“Director(s)”	director(s) of the Company
“Grantees”	the employees of the Group whom were granted Options
	and/or RSUs in accordance with the Share Award Scheme on
	the Date of Grant
“HK$”	the lawful currency of Hong Kong
“Hong Kong”	Hong Kong Special Administrative Region of the PRC
“Joy Heaven”	Joy Heaven Incorporated, a subsidiary of the Company
“Listing Rules”	Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
“Non-connected Grantees”	the 122 Grantees who are not connected persons of the
	Company
“Option(s)”	option(s) to subscribe for or acquire Shares which is granted
	under the Share Award Scheme
“RSU(s)”	restricted share unit(s), being a contingent right to receive
	Shares which is awarded under the Share Award Scheme
“Shanghai Kangtao”	Shanghai Kangtao Medical Health Technology Company
	Limited* (上海康淘醫療健康科技有限公司), a subsidiary of
	the Company
“Share Award Scheme”	the share award scheme adopted by the Company at a special
	general meeting on November 24, 2014, the principal terms
	of which were set out on pages 10 to 20 of the Company’s
	circular dated October 31, 2014

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“Shares”

ordinary shares in the issued capital of the Company with a nominal value of HK$0.01

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“Trustee”

the professional trustee of the Share Award Scheme appointed by the Company

• For identification purposes only

By Order of the Board Alibaba Health Information Technology Limited WANG Lei Chief Executive Officer and Executive Director

Hong Kong, July 29, 2016

As at the date of this announcement, the Board comprises nine directors, of which (i) two are executive Directors, namely Ms. CHEN Xiao Ying and Mr. WANG Lei; (ii) four are nonexecutive Directors, namely Mr. WU Yongming, Mr. TSAI Chung, Joseph, Ms. HUANG Aizhu and Mr. KANG Kai; and (iii) three are independent non-executive Directors, namely Mr. YAN Xuan, Mr. LUO Tong and Mr. WONG King On, Samuel.

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