HEALIUS LIMITED — Major Shareholding Notification 2016

Mar 16, 2016

Subject	Notice of initial substantial holder from Jangho Group
Date	17 March 2016	Number of pages (including this one):		32
	Email alberto.colla@minterellison.com		Our Ref	BCL AXC 1126755
From	Alberto Colla		Telephone	+61 3 8608 2000
Copy	The Company Secretary Primary Health Care Limited		Facsimile	+61 2 8397 9988
To	ASX Market Announcements, Melbourne

Dear Sir

We act for Jangho Group Co., Ltd and its wholly owned subsidiaries (Jangho Group).

On behalf of the Jangho Group, we attach an initial substantial holder notice in relation to Primary Health Care Limited ACN 064 530 516 (Primary). This notice is given by the Jangho Group, each person and each of the other entities referenced in section 1 of the notice.

We note that on 17 March 2016, the Haitong Group lodged with ASX and Primary a notice of initial substantial holder disclosing voting power of 5.7821% in Primary. The shares the subject of Haitong Group's initial substantial holder notice form part of the voting power of the Jangho Group in the accompanying initial substantial holder notice. This arises from an equity swap arrangement between Golden Acumen Holdings Limited (a wholly owned subsidiary in the Jangho Group) and Haitong International Financial Solutions Limited. Full details are set out in the accompanying notice.

Yours faithfully

Alberto Colla Partner

Level 23 Rialto Towers 525 Collins Street Melbourne VIC 3000 Australia DX 204 Melbourne

If you do not receive all pages please telephone +61 3 8608 2898

IMPORTANT - The contents of this facsimile may be privileged and confidential. Any unauthorised use of the contents is expressly prohibited. If you have received the document in error, please advise us by telephone (reverse charges) immediately and then shred the document. Thank you. ME_128685111_1 (W2007)

Form 603 Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Primary Health Care Limited
ACN/ARSN	064 530 516
1. Details of substantial holder (1)
Name	Golden Acumen Holdings Limited (Golden Acumen Holdings), Jangho Health Care Australia Pty Ltd (Jangho Health Care) and each person or entity listed in Annexure A (Jangho Group)
ACN/ARSN (if applicable)
The holder became a substantial holder on	15 March 2016

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Ordinary shares	58,225,523	58,225,523	11.17%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Golden Acumen Holdings	Relevant interest under section 608(1) of the Corporations Act 2001 (Cth)	3,845,386 ordinary shares
Golden Acumen Holdings	Relevant interest under section 608(8) of the Corporations Act 2001 (Cth) under an equity swap arrangement between Golden Acumen Holdings and Haitong International Financial Solutions Limited (refer to Annexure C for further details)	30,408,222 ordinary shares
Jangho Health Care	Relevant interest under sections 608(1) and 608(8) of the Corporations Act 2001 (Cth)	23,971,915 ordinary shares
Jangho Group	Extension of relevant interest via section 608(3) of the Corporations Act 2001 (Cth) 58,225,523 ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant	Registered holder of	Person entitled to be	Class and number
interest	securities	registered as holder (8)	of securities
The persons listed in item 3	Golden Acumen Holdings except in relation to 30,408,222 ordinary shares that are subject to the equity swap arrangement between Golden Acumen Holdings and Haitong International Financial Solutions Limited	Golden Acumen Holdings

	The persons listed in item 3	Jangho Health Care except in relation to 2,112,414 ordinary shares acquired via on market trades on 15 March 2016 and 16 March 2016 that are in the process of being settled	Jangho Health Care	23,971,915 ordinary shares
--	------------------------------	---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	--------------------	-------------------------------	--

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash
Refer to Annexure B	Refer to Annexure B	Refer to Annexure B		Refer to Annexure B

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
The persons listed in Item 3	Golden Acumen Holdings, Jangho Health Care and the Jangho Group are associates of each other by virtue of section 12(2) of the Corporations Act 2001 (Cth)

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
The persons listed in Item 3	No. 5, Niuhui North 5th Street, Shunyi District, Beijing 101300

Signature

	print name Alberto Colla, Partner, Minter Ellison	capacity	Authorised by the parties named in Item 1 of this notice to sign the notice for and on behalf of each of them
sign here		date	17/03/2016

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.
• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• (4) The voting shares of a company constitute one class unless divided into separate classes.
• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
• (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• (7) Include details of:
• (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown.'"
• (9) Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

Primary Health Care Limited ACN 064 530 516

Annexure A

This is Annexure A of 3 pages referred to in the Form 603 Notice of initial substantial holder dated 17 March 2016

Signature

	print name Alberto Colla, Partner, Minter Ellison	capacity	Authorised by the parties named in Item 1 of this notice to sign the notice for and on behalf of each of them
sign here		date	17/03/2016

Jangho Group

• 1. Mr Zai Wang Liu
• 1. Jangho Group Co., Ltd
• 1. Beijing Jangho Yuan Controlling Co., Ltd
• 1. Beijing Jangho Steel Structure Engineering CO., Ltd
• 1. Shanghai Jangho Curtain Wall System Engineering CO., Ltd
• 1. Guangzhou Jangho Curtain Wall System Engineering CO., Ltd
• 1. Dalian Jangho Curtain Wall System Engineering CO., Ltd
• 1. Chengdu Jangho Curtain Wall System Engineering CO., Ltd
• 1. Beijing Jangho Innovation and Development Investment Management CO., Ltd
• 1. Changchun Jangho Curtain Wall Engineering CO., Ltd
• 1. Beijing Jangho Curtain Wall System Engineering CO., Ltd
• 1. Beijing Jangho Manufacturing CO., Ltd
• 1. Beijing Gangyuan Construction and Decoration Engineering CO., Ltd
• 1. Beijing Gangyuan Curtain Wall CO., Ltd
• 1. Gangyuan Construction and Decoration Hong Kong CO., Ltd
• 1. Jangho Curtain Wall Singapore CO., Ltd
• 1. Jangho Curtain Wall Malaysia CO., Ltd
• 1. Jangho Curtain Wall (India) CO., Ltd
• 1. Jangho Curtain Wall Hong Kong CO., Ltd
• 1. Jangho Curtain Wall Macau CO., Ltd
• 1. Jangho Curtain Wall Indonesia CO., Ltd
• 1. Jangho Curtain Wall Chile CO., Ltd
• 1. Sundart Group CO., Ltd
• 1. Jangho Healthcare International Holdings Limited
• 1. Golden Acumen Holdings Limited
• 1. Peacemark Enterprises Limited
• 1. Gloryelld Enterprises Limited
• 1. Health Capital Enterprises Limited
• 1. Beijing Sundart Innovation and Construction Decoration Engineering CO., Ltd
• 1. Sam Leung Design CO., Ltd
• 1. Eagle Vision Development Limited
• 1. Jangho Health Care Australia Pty Ltd
• 1. Reach Glory International Limited (BVI)
• 1. Advance Finding Investments Limited (BVI)
• 1. Daxian Group CO., Ltd (HK)
• 1. Chengdu Jangho Curtain Wall System Engineering CO., Ltd
• 1. Vision Eye Institute Limited
• 1. VEI Services Pty Ltd
• 1. Victorian Optical Suppliers Pty Ltd
• 1. Macquarie Eye Centre Pty Ltd
• 1. Sydney Eastern Eye Centre Pty Ltd
• 1. Vision Group Gold Coast Pty Ltd
• 1. Total Vision Solutions Pty Ltd
• 1. Vision Group North QLD Pty Ltd
• 1. The Eye Institute Pty Ltd
• 1. Swordfish Nominees Pty Ltd (Central QLD)
• 1. P H Hughes Pty Ltd (Hurstville NSW)
• 1. Lee Lenton Medical Pty Ltd
• 1. The Laservision Centre Pty Ltd
• 1. Crystal Clear Nominees Pty Ltd
• 1. The Eye Centre Pty Ltd
• 1. Outlook Day Theatre Pty Ltd
• 1. Icon Laser (Aust) Pty Ltd
• 1. J A Noble Pty Ltd
• 1. Colin C.K. Chan Pty Ltd
• 1. Retina Specialist Pty Ltd
• 1. Dr Andre Horak Pty Ltd
• 1. Dr Ed Boets Pty Ltd
• 1. Mackay Eye Centre Pty Ltd
• 1. Dr L Levitz Pty Ltd
• 1. VEI Wholesale Pty Ltd
• 1. Reach Glory International Limited(BVI)
• 1. Advance Finding Investments Limited (BVI)
• 1. Elite Tech Holdings Limited
• 1. Chengdu Jangho Industrial Co., Ltd
• 1. Glory Spring Investments Limited(BVI)
• 1. Sundart Products Limited(BVI)
• 1. Sundart Investments Limited
• 1. Easy Glory Holdings Limited (BVI)
• 1. Sundart Project Management & Consultancy Limited
• 1. Kin Shing (Leung's) General Contractors Limited
• 1. Sundart International Supply (Macau) Limited
• 1. Sundart Living Limited
• 1. Dongguan Sundart Home Furnishing Co., Limited
• 1. Sundart International Supply Limited
• 1. Sundart Engineering (Far East) Limited
• 1. Grace United Development Limited
• 1. Elite Base Engineering Limited
• 1. Sundart Timber Products Company Limited
• 1. Sundart Engineering Services (Macau) Limited
• 1. Sundart APG Co-operation
• 1. Sundart Engineering & Contacting (Dalian) Limited
• 1. Beijing Gangyuan Architectural Decoration Design & Research Institute Co., Ltd
• 1. Beijing Gangyuan Tianyu Architectural Decoration Engineering Co., Ltd
• 1. Beijing Gangyuan Haiyu Architectural Decoration Engineering Co., Ltd
• 1. Dalian Gangyuan Pengyu Architectural Decoration Engineering Co., Ltd
• 1. Liaoning Gangyuan Kunyu Architectural Decoration Engineering Co., Ltd
• 1. Beijing Guomen Gangyuan Xieting Real Estate Development Co., Ltd
• 1. Steve Leung & Yoo Limited
• 1. Steve Leung Architects Limited
• 1. Steve Leung Hotels Design Limited
• 1. Steve Leung International Limited
• 1. Steve Leung Living Art Co., Ltd
• 1. Everyday Living Limited
• 1. Everyday Living (Guangzhou) Trading Co., Ltd
• 1. Steve Leung Interior Design (Beijing) Co., Ltd
• 1. Steve Leung Design Consulting Shenzhen Co., Ltd
• 1. SLD Holdings Limited(BVI)
• 1. SLH Holdings Limited(BVI)
• 1. SLA Holdings Limited(BVI)
• 1. SLX Holdings Limited(BVI)

Primary Health Care Limited ACN 064 530 516

Annexure B

This is Annexure B of 7 pages referred to in the Form 603 Notice of initial substantial holder dated 17 March 2016

Signature

	print name Alberto Colla, Partner, Minter Ellison	capacity	Authorised by the parties named in Item 1 of this notice to sign the notice for and on behalf of each of them
sign here		date	17/03/2016

Jangho Health Care Australia Pty Ltd

	Date of acquisition
	(via on market	Consideration (Cash)	Number of ordinary
Holder of relevant interst	trades)	A\$	shares
The persons listed in Item 3	24/12/2015	115,000.00	50,000
The persons listed in Item 3	24/12/2015	229,000.00	100,000
The persons listed in Item 3	29/12/2015	115,500.00	50,000
The persons listed in Item 3	29/12/2015	235,500.00	100,000
The persons listed in Item 3	29/12/2015	236,800.00	100,000
The persons listed in Item 3	29/12/2015	236,000.00	100,000
The persons listed in Item 3	29/12/2015	235,000.00	100,000
The persons listed in Item 3	29/12/2015	471,800.00	200,000
The persons listed in Item 3	29/12/2015	236,500.00	100,000
The persons listed in Item 3	29/12/2015	11,450.00	5,000
The persons listed in Item 3	29/12/2015	43,018.56	18,384
The persons listed in Item 3	30/12/2015	238,000.00	100,000
The persons listed in Item 3	30/12/2015	237,000.00	100,000
The persons listed in Item 3	30/12/2015	237,500.00	100,000
The persons listed in Item 3	30/12/2015	237,500.00	100,000
The persons listed in Item 3	30/12/2015	237,800.00	100,000
The persons listed in Item 3	30/12/2015	476,000.00	200,000
The persons listed in Item 3	30/12/2015	237,500.00	100,000
The persons listed in Item 3	30/12/2015	237,000.00	100,000
The persons listed in Item 3	30/12/2015	118,500.00	50,000
The persons listed in Item 3	30/12/2015	118,750.00	50,000
The persons listed in Item 3	30/12/2015	118,500.00	50,000
The persons listed in Item 3	30/12/2015	237,000.00	100,000
The persons listed in Item 3	30/12/2015	67,847.64	28,749
The persons listed in Item 3	31/12/2015	168,152.36	71,251
The persons listed in Item 3	31/12/2015	236,000.00	100,000
The persons listed in Item 3	31/12/2015	354,000.00	150,000
The persons listed in Item 3	31/12/2015	235,000.00	100,000
The persons listed in Item 3	31/12/2015	470,000.00	200,000
The persons listed in Item 3	31/12/2015	190,981.44	81,616
The persons listed in Item 3	31/12/2015	236,000.00	100,000
The persons listed in Item 3	31/12/2015	236,000.00	100,000
The persons listed in Item 3	31/12/2015	234,900.00	100,000
The persons listed in Item 3	04/01/2016	355,500.00	150,000
The persons listed in Item 3	04/01/2016	237,000.00	100,000
The persons listed in Item 3	04/01/2016	120,000.00	50,000
The persons listed in Item 3	04/01/2016	121,500.00	50,000
The persons listed in Item 3	04/01/2016	121,500.00	50,000
The persons listed in Item 3	04/01/2016	243,000.00	100,000
The persons listed in Item 3	04/01/2016	242,000.00	100,000
The persons listed in Item 3	04/01/2016	364,500.00	150,000
The persons listed in Item 3	04/01/2016	242,000.00	100,000

The persons listed in Item 3	04/01/2016	7,593.03	3,177
The persons listed in Item 3	04/01/2016	1,644.78	694
The persons listed in Item 3	05/01/2016	121,000.00	50,000
The persons listed in Item 3	05/01/2016	242,800.00	100,000
The persons listed in Item 3	05/01/2016	244,000.00	100,000
The persons listed in Item 3	05/01/2016	242,000.00	100,000
The persons listed in Item 3	05/01/2016	241,000.00	100,000
The persons listed in Item 3	05/01/2016	120,000.00	50,000
The persons listed in Item 3	05/01/2016	242,000.00	100,000
The persons listed in Item 3	05/01/2016	245,000.00	100,000
The persons listed in Item 3	05/01/2016	246,000.00	100,000
The persons listed in Item 3	05/01/2016	245,000.00	100,000
The persons listed in Item 3	05/01/2016	244,000.00	100,000
The persons listed in Item 3	05/01/2016	243,000.00	100,000
The persons listed in Item 3	05/01/2016	243,000.00	100,000
The persons listed in Item 3	05/01/2016	122,500.00	50,000
The persons listed in Item 3	05/01/2016	122,000.00	50,000
The persons listed in Item 3	05/01/2016	121,500.00	50,000
The persons listed in Item 3	05/01/2016	122,000.00	50,000
The persons listed in Item 3	05/01/2016	242,000.00	100,000
The persons listed in Item 3	05/01/2016	241,000.00	100,000
The persons listed in Item 3	05/01/2016	242,000.00	100,000
The persons listed in Item 3	05/01/2016	243,000.00	100,000
The persons listed in Item 3	05/01/2016	121,500.00	50,000
The persons listed in Item 3	05/01/2016	205.54	86
The persons listed in Item 3	05/01/2016	21,816.00	9,090
The persons listed in Item 3	06/01/2016	218,184.00	90,910
The persons listed in Item 3	06/01/2016	111,701.43	46,737
The persons listed in Item 3	06/01/2016	120,500.00	50,000
The persons listed in Item 3	06/01/2016	242,000.00	100,000
The persons listed in Item 3	06/01/2016	243,000.00	100,000
The persons listed in Item 3	06/01/2016	121,500.00	50,000
The persons listed in Item 3	06/01/2016	244,000.00	100,000
The persons listed in Item 3	06/01/2016	244,000.00	100,000
The persons listed in Item 3	06/01/2016	244,000.00	100,000
The persons listed in Item 3	06/01/2016	122,500.00	50,000
The persons listed in Item 3	06/01/2016	366,750.00	150,000
The persons listed in Item 3	06/01/2016	122,500.00	50,000
The persons listed in Item 3	06/01/2016	244,000.00	100,000
The persons listed in Item 3	06/01/2016	244,400.00	100,000
The persons listed in Item 3	06/01/2016	244,500.00	100,000
The persons listed in Item 3	06/01/2016	244,000.00	100,000
The persons listed in Item 3	06/01/2016	122,500.00	50,000
The persons listed in Item 3	07/01/2016	242,900.00	100,000
The persons listed in Item 3	07/01/2016	121,500.00	50,000
The persons listed in Item 3	07/01/2016	243,000.00	100,000
The persons listed in Item 3	07/01/2016	121,000.00	50,000
The persons listed in Item 3	07/01/2016	241,000.00	100,000
The persons listed in Item 3	07/01/2016	120,500.00	50,000
The persons listed in Item 3	07/01/2016	116,855.22	49,306

The persons listed in Item 3	07/01/2016	118,500.00	50,000
The persons listed in Item 3	07/01/2016	119,000.00	50,000
The persons listed in Item 3	07/01/2016	120,000.00	50,000
The persons listed in Item 3	07/01/2016	241,000.00	100,000
The persons listed in Item 3	07/01/2016	243,000.00	100,000
The persons listed in Item 3	07/01/2016	122,000.00	50,000
The persons listed in Item 3	07/01/2016	242,000.00	100,000
The persons listed in Item 3	07/01/2016	243,000.00	100,000
The persons listed in Item 3	07/01/2016	100,795.86	42,174
The persons listed in Item 3	08/01/2016	18,704.14	7,826
The persons listed in Item 3	08/01/2016	244,000.00	100,000
The persons listed in Item 3	08/01/2016	246,000.00	100,000
The persons listed in Item 3	08/01/2016	244,900.00	100,000
The persons listed in Item 3	08/01/2016	369,000.00	150,000
The persons listed in Item 3	08/01/2016	123,000.00	50,000
The persons listed in Item 3	08/01/2016	123,000.00	50,000
The persons listed in Item 3	08/01/2016	246,000.00	100,000
The persons listed in Item 3	08/01/2016	123,500.00	50,000
The persons listed in Item 3	08/01/2016	245,900.00	100,000
The persons listed in Item 3	08/01/2016	246,000.00	100,000
The persons listed in Item 3	08/01/2016	246,900.00	100,000
The persons listed in Item 3	08/01/2016	247,700.00	100,000
The persons listed in Item 3	08/01/2016	247,900.00	100,000
The persons listed in Item 3	08/01/2016	123,950.00	50,000
The persons listed in Item 3	11/01/2016	120,950.00	50,000
The persons listed in Item 3	11/01/2016	240,000.00	100,000
The persons listed in Item 3	11/01/2016	240,000.00	100,000
The persons listed in Item 3	11/01/2016	470,600.00	200,000
The persons listed in Item 3	11/01/2016	120,000.00	50,000
The persons listed in Item 3	11/01/2016	239,000.00	100,000
The persons listed in Item 3	11/01/2016	241,000.00	100,000
The persons listed in Item 3	11/01/2016	192,939.44	81,754
The persons listed in Item 3	12/01/2016	43,060.56	18,246
The persons listed in Item 3	12/01/2016	22,900.00	10,000
The persons listed in Item 3	12/01/2016	345,000.00	150,000
The persons listed in Item 3	12/01/2016	349,500.00	150,000
The persons listed in Item 3	12/01/2016	117,500.00	50,000
The persons listed in Item 3	12/01/2016	117,500.00	50,000
The persons listed in Item 3	12/01/2016	353,850.00	150,000
The persons listed in Item 3	12/01/2016	237,000.00	100,000
The persons listed in Item 3	12/01/2016	118,500.00	50,000
The persons listed in Item 3	12/01/2016	356,850.00	150,000
The persons listed in Item 3	12/01/2016	118,950.00	50,000
The persons listed in Item 3	12/01/2016	119,000.00	50,000
The persons listed in Item 3	12/01/2016	119,000.00	50,000
The persons listed in Item 3	12/01/2016	238,900.00	100,000
The persons listed in Item 3	12/01/2016	246,834.76	104,591
The persons listed in Item 3	12/01/2016	152,212.83	65,893
The persons listed in Item 3	13/01/2016	107,165.24	45,409
The persons listed in Item 3	13/01/2016	234,900.00	100,000

The persons listed in Item 3	13/01/2016	235,000.00	100,000
The persons listed in Item 3	13/01/2016	238,900.00	100,000
The persons listed in Item 3	13/01/2016	120,000.00	50,000
The persons listed in Item 3	13/01/2016	240,900.00	100,000
The persons listed in Item 3	13/01/2016	120,500.00	50,000
The persons listed in Item 3	13/01/2016	242,000.00	100,000
The persons listed in Item 3	13/01/2016	121,500.00	50,000
The persons listed in Item 3	13/01/2016	243,000.00	100,000
The persons listed in Item 3	13/01/2016	245,000.00	100,000
The persons listed in Item 3	13/01/2016	122,900.00	50,000
The persons listed in Item 3	13/01/2016	246,000.00	100,000
The persons listed in Item 3	13/01/2016	123,000.00	50,000
The persons listed in Item 3	13/01/2016	123,000.00	50,000
The persons listed in Item 3	13/01/2016	247,000.00	100,000
The persons listed in Item 3	13/01/2016	247,000.00	100,000
The persons listed in Item 3	13/01/2016	123,000.00	50,000
The persons listed in Item 3	13/01/2016	247,000.00	100,000
The persons listed in Item 3	13/01/2016	246,000.00	100,000
The persons listed in Item 3	13/01/2016	138,631.20	58,992
The persons listed in Item 3	13/01/2016	194,332.89	81,997
The persons listed in Item 3	13/01/2016	105,984.57	43,977
The persons listed in Item 3	14/01/2016	135,015.43	56,023
The persons listed in Item 3	14/01/2016	240,000.00	100,000
The persons listed in Item 3	14/01/2016	120,000.00	50,000
The persons listed in Item 3	14/01/2016	239,000.00	100,000
The persons listed in Item 3	14/01/2016	42,667.11	18,003
The persons listed in Item 3	14/01/2016	120,500.00	50,000
The persons listed in Item 3	14/01/2016	361,050.00	150,000
The persons listed in Item 3	14/01/2016	242,000.00	100,000
The persons listed in Item 3	14/01/2016	241,000.00	100,000
The persons listed in Item 3	14/01/2016	96,000.00	40,000
The persons listed in Item 3	14/01/2016	239,500.00	100,000
The persons listed in Item 3	14/01/2016	359,700.00	150,000
The persons listed in Item 3	14/01/2016	119,500.00	50,000
The persons listed in Item 3	14/01/2016	360,000.00	150,000
The persons listed in Item 3	14/01/2016	240,000.00	100,000
The persons listed in Item 3	14/01/2016	120,000.00	50,000
The persons listed in Item 3	14/01/2016	361,050.00	150,000
The persons listed in Item 3	14/01/2016	360,000.00	150,000
The persons listed in Item 3	14/01/2016	360,000.00	150,000
The persons listed in Item 3	14/01/2016	120,000.00	50,000
The persons listed in Item 3	15/01/2016	246,900.00	100,000
The persons listed in Item 3	15/01/2016	123,000.00	50,000
The persons listed in Item 3	15/01/2016	123,250.00	50,000
The persons listed in Item 3	15/01/2016	246,500.00	100,000
The persons listed in Item 3	15/01/2016	246,900.00	100,000
The persons listed in Item 3	15/01/2016	123,350.00	50,000
The persons listed in Item 3	15/01/2016	246,900.00	100,000
The persons listed in Item 3	15/01/2016	246,900.00	100,000
The persons listed in Item 3	15/01/2016	247,800.00	100,000

The persons listed in Item 3	15/01/2016	123,900.00	50,000
The persons listed in Item 3	15/01/2016	123,950.00	50,000
The persons listed in Item 3	15/01/2016	1,239,500.00	500,000
The persons listed in Item 3	15/01/2016	247,600.00	100,000
The persons listed in Item 3	15/01/2016	246,000.00	100,000
The persons listed in Item 3	15/01/2016	246,800.00	100,000
The persons listed in Item 3	15/01/2016	89,312.30	36,454
The persons listed in Item 3	18/01/2016	33,187.70	13,546
The persons listed in Item 3	18/01/2016	119,000.00	50,000
The persons listed in Item 3	18/01/2016	119,000.00	50,000
The persons listed in Item 3	18/01/2016	119,000.00	50,000
The persons listed in Item 3	18/01/2016	119,000.00	50,000
The persons listed in Item 3	19/01/2016	359,400.00	150,000
The persons listed in Item 3	19/01/2016	120,000.00	50,000
The persons listed in Item 3	19/01/2016	240,000.00	100,000
The persons listed in Item 3	19/01/2016	240,000.00	100,000
The persons listed in Item 3	19/01/2016	121,000.00	50,000
The persons listed in Item 3	19/01/2016	121,500.00	50,000
The persons listed in Item 3	19/01/2016	14,800.00	10,000
The persons listed in Item 3	19/01/2016	121,500.00	50,000
The persons listed in Item 3	19/01/2016	365,400.00	150,000
The persons listed in Item 3	19/01/2016	7,350.00	5,000
The persons listed in Item 3	19/01/2016	122,000.00	50,000
The persons listed in Item 3	19/01/2016	366,900.00	150,000
The persons listed in Item 3	19/01/2016	244,800.00	100,000
The persons listed in Item 3	19/01/2016	122,500.00	50,000
The persons listed in Item 3	19/01/2016	123,000.00	50,000
The persons listed in Item 3	19/01/2016	123,000.00	50,000
The persons listed in Item 3	19/01/2016	123,000.00	50,000
The persons listed in Item 3	19/01/2016	370,050.00	150,000
The persons listed in Item 3	19/01/2016	123,000.00	50,000
The persons listed in Item 3	19/01/2016	123,000.00	50,000
The persons listed in Item 3	19/01/2016	246,000.00	100,000
The persons listed in Item 3	19/01/2016	246,000.00	100,000
The persons listed in Item 3	19/01/2016	7,350.00	5,000
The persons listed in Item 3	19/01/2016	367,350.00	150,000
The persons listed in Item 3	19/01/2016	51,770.50	22,030
The persons listed in Item 3	19/01/2016	141,011.51	58,511
The persons listed in Item 3	20/01/2016	99,988.49	41,489
The persons listed in Item 3	20/01/2016	119,500.00	50,000
The persons listed in Item 3	20/01/2016	241,000.00	100,000
The persons listed in Item 3	20/01/2016	240,000.00	100,000
The persons listed in Item 3	20/01/2016	241,000.00	100,000
The persons listed in Item 3	20/01/2016	29,200.00	20,000
The persons listed in Item 3	20/01/2016	241,000.00	100,000
The persons listed in Item 3	20/01/2016	241,000.00	100,000
The persons listed in Item 3	20/01/2016	241,000.00	100,000
The persons listed in Item 3	20/01/2016	120,500.00	50,000
The persons listed in Item 3	20/01/2016	241,000.00	100,000
The persons listed in Item 3	20/01/2016	7,395.00	5,000

The persons listed in Item 3	20/01/2016	120,500.00	50,000
The persons listed in Item 3	20/01/2016	120,500.00	50,000
The persons listed in Item 3	20/01/2016	7,340.00	5,000
The persons listed in Item 3	20/01/2016	998.64	684
The persons listed in Item 3	21/01/2016	120,500.00	50,000
The persons listed in Item 3	21/01/2016	120,500.00	50,000
The persons listed in Item 3	21/01/2016	2,960.00	2,000
The persons listed in Item 3	21/01/2016	120,500.00	50,000
The persons listed in Item 3	21/01/2016	29,500.00	20,000
The persons listed in Item 3	21/01/2016	2,712.68	1,858
The persons listed in Item 3	22/01/2016	29,960.00	20,000
The persons listed in Item 3	22/01/2016	7,450.00	5,000
The persons listed in Item 3	27/01/2016	77,500.00	50,000
The persons listed in Item 3	28/01/2016	7,605.00	5,000
The persons listed in Item 3	28/01/2016	15,300.00	10,000
The persons listed in Item 3	28/01/2016	7,500.00	5,000
The persons listed in Item 3	10/02/2016	13,142.92	9,002
The persons listed in Item 3	23/02/2016	7,900.00	5,000
The persons listed in Item 3	23/02/2016	31,800.00	20,000
The persons listed in Item 3	23/02/2016	15,880.00	10,000
The persons listed in Item 3	23/02/2016	7,900.00	5,000
The persons listed in Item 3	25/02/2016	15,750.00	10,000
The persons listed in Item 3	25/02/2016	23,700.00	15,000
The persons listed in Item 3	25/02/2016	15,700.00	10,000
The persons listed in Item 3	25/02/2016	7,735.00	5,000
The persons listed in Item 3	26/02/2016	83,500.00	50,000
The persons listed in Item 3	29/02/2016	84,000.00	50,000
The persons listed in Item 3	29/02/2016	37,309.44	22,208
The persons listed in Item 3	02/03/2016	1,334.58	754
The persons listed in Item 3	03/03/2016	87,165.42	49,246
The persons listed in Item 3	15/03/2016	700,000.00	200,000
The persons listed in Item 3	15/03/2016	525,000.00	150,000
The persons listed in Item 3	15/03/2016	350,000.00	100,000
The persons listed in Item 3	15/03/2016	157,500.00	45,000
The persons listed in Item 3	16/03/2016	350,000.00	100,000
The persons listed in Item 3	16/03/2016	699,400.00	200,000
The persons listed in Item 3	16/03/2016	175,000.00	50,000
The persons listed in Item 3	16/03/2016	350,000.00	100,000
The persons listed in Item 3	16/03/2016	525,000.00	150,000
The persons listed in Item 3	16/03/2016	700,000.00	200,000
The persons listed in Item 3	16/03/2016	350,000.00	100,000
The persons listed in Item 3	16/03/2016	1,750,000.00	500,000
The persons listed in Item 3	16/03/2016	360,000.00	100,000
The persons listed in Item 3	16/03/2016	4,537.00	1,300
The persons listed in Item 3	16/03/2016	408,721.28	116,114

Golden Acumen Holdings Limited

	Date of acquisition
	(via on market trades
	and equity swap	Consideration (Cash)	Number of ordinary
Holder of relevant interst	arrangements)	A\$	shares
The persons listed in Item 3	15/02/2016	109,500.00	50,000
The persons listed in Item 3	15/02/2016	491,310.60	223,323
The persons listed in Item 3	15/02/2016	14,756.17	6,677
The persons listed in Item 3	16/02/2016	43,600.00	20,000
The persons listed in Item 3	16/02/2016	1,281,252.93	585,047
The persons listed in Item 3	16/02/2016	6,644,745.80	3,020,339
The persons listed in Item 3	16/02/2016	44,200.00	20,000
The persons listed in Item 3	16/02/2016	44,400.00	20,000
The persons listed in Item 3	10/03/2016	352,767.03	97,181
The persons listed in Item 3	10/03/2016	10,261.16	2,819
The persons listed in Item 3	11/03/2016	536,250.00	143,000
The persons listed in Item 3	15/03/2016	86,285,500.00	24,653,000
The persons listed in Item 3	16/03/2016	19,973.88	5,892
The persons listed in Item 3	16/03/2016	78,638.60	23,129
The persons listed in Item 3	16/03/2016	1,663,800.38	487,918
The persons listed in Item 3	16/03/2016	165,989.70	48,535
The persons listed in Item 3	16/03/2016	206,643.78	60,246
The persons listed in Item 3	16/03/2016	1,681,681.84	488,861
The persons listed in Item 3	16/03/2016	2,709,695.55	785,419
The persons listed in Item 3	16/03/2016	15,037.16	4,346
The persons listed in Item 3	16/03/2016	132,144.54	38,082
The persons listed in Item 3	16/03/2016	125,561.88	36,081
The persons listed in Item 3	16/03/2016	2,716,239.08	778,292
The persons listed in Item 3	16/03/2016	3,826,196.50	1,093,199
The persons listed in Item 3	16/03/2016	5,889,313.36	1,644,738

Primary Health Care Limited ACN 064 530 516

Annexure C

This is Annexure C of 17 pages referred to in the Form 603 Notice of initial substantial holder dated 17 March 2016

Signature

	print name Alberto Colla, Partner, Minter Ellison		capacity	Authorised by the parties named in Item 1 of this notice to sign the notice for and on behalf of each of them
sign here			date	17/03/2016

Haitong International Financial Solutions Limited 22/F Li Po Chun Chambers 189 Des Voeux Road Central Hong Kong

Date: As of 9 March 2016

General Terms:

Golden Acumen Holdings Limited 5 North Niuhui 5th Road Shunyi District Beijing

Total Return Swap Transaction

CONFIRMATION

The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the Total Return Swap (Cash Settled) Transaction entered into between Haitong International Solutions Limited ("Haitong") and Golden Acumen Holdings Limited (the Financial "Counterparty") on the Trade Date specified below (the "Transaction"). This Confirmation supersedes any previous confirmation or other written communication with respect to the Transaction described below and evidences a complete binding agreement between you and us as to the terms of the Transaction described below. This Confirmation constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below.

The definitions and provisions contained in the 2006 ISDA Definitions (the "Swap Definitions") and in the 2002 ISDA Equity Derivatives Definitions (the "Equity Definitions", and together Swap Definitions, the "Definitions"), each as published by the International Swaps and Derivatives Association, Inc. ("ISDA"), are incorporated into this Confirmation. In the event of any inconsistency between the Swap Definitions and the Equity Definitions, the Equity Definitions will govern. In the event of any inconsistency between the Definitions and provisions and this Confirmation, this Confirmation will govern for purposes of the Transaction. References herein to a "Transaction" shall be deemed references to a "Swap Transaction" for the purposes of the Swap Definitions and a "Share Swap Transaction" and "Index Swap Transaction" for the purposes of the Equity Definitions.

This Confirmations supplements, forms a part of, and is subject to, the ISDA Master Agreement dated as of 8 March 2016, as amended and supplemented from time to time (the "Agreement"), between you and us. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.

1. The terms of the Transaction to which this Confirmation relates are as follows:

Trade Date:	9 March 2016
Effective Date:	11 March 2016
Termination Date:	The final Cash Settlement Payment Date.
Shares:	Ordinary issued shares of the Company

$\mathbf{1}$

Company: Primary Health Care Limited (Bloomberg Code: PRY, AT) Exchange(s): Australian Securities Exchange Related Exchange: All Exchanges Business Day: Hong Kong Settlement Currency: Hong Kong Dollars

During the Term of this Transaction. the Counterparty will not have any voting or other rights in respect of any of the Shares otherwise enjoyed by holder of such Shares. Haitong is not obliged to notify the Counterparty of any notices of meetings or other documents received in respect of the Company or the occurrence of any event relating thereto.

An amount in the Settlement Currency determined in the sole and absolute discretion of the Calculation Agent in good faith equal to the sum of any and all commissions, costs, charges, expenses, deductions, duties, taxes, levies, registration fees, exchange fees, custodian fees, depository charges, exercise charges, transaction costs, brokerage fees, issuance fees, securities transfer fees or other charges (including, without limitation, all Taxes) in connection with the Transaction.

Taxes, duties and similar charges (in each case, including any related interest, additions to taxes and penalties thereon) that the Calculation Agent may determine relevant, and imposed by the taxing authority in any jurisdiction, that would be withheld or deducted from, paid or otherwise incurred by the Hedging Party in connection with the Hedge Positions (including any dividend) and/or Hedging Activities, including, without limitation, sales tax, capital gains tax, stamp duty, stamp duty reserve tax, assessment issue, registration, securities transfer and/or other taxes and duties.

All payments by Haitong under the Transaction will be made after deduction by Haitong or payment by the Counterparty of all relevant Costs and Taxes.

To the extent applicable, for the purposes of making any calculation, deduction or payment in respect of the Transaction, the Calculation Agent may, in its sole and absolute discretion, convert any amount not denominated in the Settlement Currency into the Settlement Currency (or vice versa) at the prevailing

Costs:

No rights in the Shares:

Taxes:

All payments subject to Costs and Taxes:

Currency Conversion:

spot foreign exchange rate determined by the Calculation Agent in its sole and absolute discretion.

Initial Exchange Amount

Initial Exchange Amount:

Initial Exchange Amount Payer:

Initial Exchange Date:

Equity Amounts:

Equity Amount Payer:

Number of Shares

Equity Notional Amount:

Equity Notional Reset:

Type of Return

Initial Price

Commission

Final Price

Execution Price:

Execution Period:

Counterparty

on or before Trade Date

Haitong

AUD 100million / (divided by) Initial Price

to be advised

Applicable

Price Return

Volume weighted average of prices (taking into account applicable Costs and Taxes) at which the Hedging Party has effected trades in such Share for the purposes of buying, setting up or establishing the relevant Hedge Positions in respect of the Number of Shares of such Share during the Execution Period + Commission

Execution Price - Commission

The price of one Share determined by the Calculation Agent as equal to the volume weighted average of prices (after deducting applicable taxes, duties, expenses and fees) at which the Hedging Party has effected trades in such Share for the purposes of terminating, liquidating, selling or buying (as the case may be), unwinding, off-setting or closing out (together, "Transacting" and "Transacted" will be construed accordingly) the relevant Hedge Positions in respect of the Number of Shares of such Share during the Execution Period.

The period from (and including) the Trade Date or final Valuation Date, as the case may be, to (and

including) the earliest date by which the Hedging Party has effected trades for the purposes of Transacting or establishing, as the case may be, the entirety of the Hedge Positions in a commercially reasonable manner. Valuation Dates For the purpose of calculation and payment of Floating Amounts, the first day of each month during the Term of the Transaction, commencing on 1 April 2016; For the purpose of calculation and payment of Equity Amount, the final Valuation Date, subject to Consequences of Disrupted Days. Floating Amounts: Counterparty Floating Amount Payer: Section 6.1 of the Swap Definitions shall be deleted Floating Amount: in its entirety and replaced with the following: "The Floating Amount payable by the Floating Amount Payer on a Payment Date will be the sum of each Daily Floating Amount in respect of each day in the corresponding Calculation Period. Where: "Daily Floating Amount" means, in respect of any day in a Calculation Period, an amount calculated by the Calculation Agent to be equal to the product of: $(i)$ the Calculation Amount as of such day; $(ii)$ Fixed Rate; and $1/365."$ $(iii)$ Notional Amount: Calculation Period Section 4.13 of the Swap Definition will be amended to the effect that the initial Calculation Period for the party will commence on, and include, the Trade Date. The first day of each month during the Term of the Period End Date: Transaction, commencing on 1 April 2016, with No Adiustment Payment Dates: Each Cash Settlement Payment Date

Fixed Rate:

Settlement Terms:

Cash Settlement:

Settlement Method Selection:

Settlement Mechanism for "physical settlement"

Settlement Currency:

HKD

Cash Settlement Payment Date:

Means:

in respect of each Valuation Date other than $(i)$ the final Valuation Date and subject to (iii)

Applicable.

However, if the Counterparty Not Applicable. wishes to opt for "physical settlement", the Counterparty shall give instructions to Haitong International Securities Company Limited ("HTIS") to purchase the Shares with the proceeds from the Hedging Party transacting the Hedge Positions. Haitong shall release such proceeds subject to payment by the Counterparty of the Notional Amount. The Counterparty shall be liable for any Costs and Taxes relating to such instructions incurred by both Haitong/Hedging Party and the Counterparty, including any capital gains tax payable by the Hedging Party in Transacting in the Shares.

• (i) The Counterparty shall give Haitong written notice of its intention to opt for "physical settlement" on or before the final Valuation Date:
• (ii) Within one (1) Business Day after the date of notification from the Counterparty of its intention to opt for "physical settlement", Haitong shall instruct HTIS to sell the Shares on the Exchange;
• (iii) Within one (1) Business Day after notification of notification from the Counterparty of its intention to opt for "physical settlement", the Counterparty shall instruct HTIS to buy the Shares on the Exchange;
• (vi)HTIS shall within one (1) Scheduled Trading Day instruct its local broker to cross the trades referred to in (ii) and (iii) on the Exchange or otherwise to execute Haitong's and the Counterparty's instructions referred to in (ii) and (iii) respectively;
• (v) Shares shall be delivered to the Counterparty within one (1) settlement cycle after HTIS gives the relevant instructions to its local broker.

below, five Business Days following the scheduled Valuation Date; and

• $(ii)$
• in respect of the final Valuation Date, five Business Days after the end of the Execution Period.

Upon the occurrence of a Cash Addition Event, Haitong shall, on the Cash Dividend Settlement Date following the actual receipt by the Hedging Party of relevant cash dividend and/or other cash distribution (if any) during the relevant Dividend Period, pay the Cash Addition Amount to Party B, provided that Haitong shall have the right to deduct any or all of the Cash Addition Amount to satisfy any accrued but unpaid Floating Amount and pay only the excess (if any) of the Cash Addition Amount over such unpaid Floating Amount.

Where:

"Cash Addition Event" means, in respect of each Share and a Dividend Period, each time a cash dividend and/or other cash distribution (if any) declared in respect of Number of Shares of such Share is actually received in full by the Hedging Party during such Dividend Period.

"Cash Addition Amount" means, in respect of each cash dividend or other cash distribution (if any) declared in respect of any Share, an amount equal to the total amount of cash dividend and/or other cash distribution actually received by the Hedging Party in respect of the Number of Shares of such Share, net of all relevant Costs and Taxes and subject to any adjustments determined by the Calculation Agent in its sole and absolute discretion, provided that if such amount is negative, the Cash Addition Amount shall be deemed to be zero, converted into Settlement Currency at an exchange rate to be determined by the Calculation Agent.

For the avoidance of doubt, Cash Additions (if any) will be effected in addition to or in lieu of and without prejudice to Haitong's right to make adjustments pursuant to Section 11.2 of the Equity Definitions and "Method of Adjustment" below.

Upon the occurrence of an Equity Addition Event, Haitong shall, on the Equity Addition Settlement Date, add the Equity Addition Amount to the Shares.

Dividends:

Cash Addition:

Equity Addition:

"Equity Addition Event" means, in respect of each Share, each time any share dividend and/or other share distribution (if any) issued in respect of the Number of Shares of such Share is actually received in full by the Hedging Party, during the period from (and including) the Effective Date to (but excluding) the final scheduled Valuation Date, following the occurrence of an event resulting in such share dividend and/or other share distribution (if any) including, without limitation, any of the following:

• $(i)$ a subdivision or reclassification or relevant Share (unless resulting in a Merger Event), or a free distribution or dividend of any Share to existing holders by way of bonus, capitalisation or similar issue;
• a distribution, issue or dividend to existing $(ii)$ holders of the relevant Share of (A) such Share, or (B) other share capital or securities granting the right to payment of dividends and/or the proceeds of liquidation of the Issuer equally or proportionately with such payments to holders of such Shares, or (C) share capital or other securities of another issuer acquired or owned (directly or indirectly) by the Issuer as a result of a spinoff or other similar transaction, or (D) any other type of securities, rights or warrants or other assets, in any case for payment (cash or other consideration) at less than the prevailing market price as determined by the Calculation Agent:
• an Extraordinary Dividend; and $(iii)$
• $(iv)$ any other event resulting in share or other distribution to be issued in respect of a Share.

"Equity Addition Amount" means, in respect of each share dividend and/or other share distribution (if any) issued in respect of a Share, the number of shares of such Share actually received by the Hedging Party in respect of the Number of Shares of such Share, net of all relevant Costs and Taxes (which Haitong is entitled to deduct from the Cash Portfolio) and subject to any adjustments determined by the Calculation Agent in its sole and absolute discretion.

For the avoidance of doubt, Equity Additions (if any) will be effected in addition to or in lieu of and without prejudice to Haitong's right to make

adjustments pursuant to Section 11.2 of the Equity Definitions and "Method of Adjustment" below.

One Settlement Cycle following the actual receipt in

full of the share dividend and/or other share

Each Floating Amount Calculation Period.

Each Floating Amount Payment Date.

distribution by the Hedging Party.

Dividend Period:

Cash Dividend Settlement Date:

Share Dividend Settlement Date:

Market Value of the Shares

Collateral Amount

LV Event

Consequence of a LV Event

Transfer of Title:

Cash Collateral:

Collateral Amount Payer: Party B Where on any day during the Term of this Collateral Payment Event: Transaction, the LV Ratio is or above the Collateral Trigger. Notional Amount / (divided by) Market Value of the LV Ratio:

Shares converted into Settlement Currency at an exchange rate published by HSBC at 11am Hong Kong time on a day.

Number of Shares x closing price of the Shares as published by the Exchange

63% (equivalent to 20% fall in share price) Collateral Trigger

Such amount of cash or Eligible Securities to be determined by the Calculation Agent which, when added to the Notional Amount, will render the LV Ratio to be 50% or below. Where the Collateral Amount settled by the Counterparty posting Eligible Securities with Haitong, the Counterparty is liable for any commission, costs, charges, expenses, deductions, duties, taxes, levies, registration fees, exchange fees, custodian fees, depository charges, securities transfer fees and brokerage fees that are incurred in connection with such posting of collateral.

the next Business Day after the date on which Collateral Payment Date demand for Collateral Amount is made.

On a day from and including the Trade Date to and excluding the Termination Date on which the LV Ratio reaches 71% or above (equivalent to 30% drop in Share price).

LV Event is deemed as an Additional Disruption Event

The parties agree that all the right, title and interest in the cash collateral which the Counterparty transfers to Haitong pursuant to this "Cash

Collateral" provision will vest in Haitong free and clear of any liens, claims, charges or encumbrances or any other interests of the Counterparty or of any third person. Each transfer of such cash collateral will be made so as to constitute or result in a valid and legally effective transfer of the Counterparty's legal and beneficial title in such cash collateral to Haitong. The parties agree that they do not intend to create in favour of either party any mortgage, charge, pledge, lien, encumbrance or other security interest in any such cash collateral transferred by the Counterparty to Haitong. Cash Collateral Release: Upon the discharge of all Counterparty's payment obligations under this Transaction in accordance with the terms of this Confirmation, Haitong will procure the transfer to the Counterparty as soon as practicable thereafter the outstanding cash collateral received and held by Haitong pursuant to this "Cash Collateral" provision. Adjustments: Method of Adjustment: Calculation Agent Adjustment. In its determinations of the existence and extent of any dilutive or concentrative effect on the theoretical value of the Shares of any Potential Adjustment Event, and any related adjustments to the terms of the Transaction, the Calculation Agent shall take into account the implication of any amount of Taxes in connection with such Potential Adjustment Event. Payment of Taxes: If any amount of Taxes ("Unpaid Taxes") that should have been taken into account but were not taken into account in the determination of any amounts payable by Haitong under the Transaction, the Counterparty shall pay to Haitong an amount equal to such Unpaid Taxes on the Business Day following notification from the Calculation Agent. The provisions of this section (Payment of Taxes) shall apply and remain in full force and effect even if the termination of part of all of the Transaction has occurred.

Extraordinary Events:

Consequences of Merger Events:

Share-for-Share, Share-for-Other and Share-for-Combined:

In respect of each Share in the Portfolio, as described in the section headed "Consequences of Extraordinary Events, Additional Disruptions Events and Index Adiustment Event" below.

Determining Party:

Haitong.

Tender Offer:

Applicable.

Consequences of Tender Offers:

Share-for-Share, Share-for-Other and Share-for-Combined:

In respect of each Share in the Portfolio, as described in the section headed "Consequences of Extraordinary Events, Additional Disruptions Events and Index Adjustment Event" below.

Determining Party:

Haitong

Composition of Combined Consideration:

Nationalization, Insolvency or Delisting:

Determining Party:

Not Applicable.

In respect of each Share in the Portfolio, as described in the section headed "Consequences of Extraordinary Events, Additional Disruptions Events and Index Adiustment Event" below.

Haitong.

Additional Disruption Events:

Change in Law:

Applicable, provided that Section 12.9(a)(ii) of the Equity Definitions shall be deleted and replaced with the following:

"(ii) "Change in Law" means that, on or after the Trade Date of the Transaction (A) due to the adoption of any change in any applicable law, regulation (including, without limitation, any tax law), or $(B)$ due to the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), the Calculation Agent determines in good faith that (x) it will, or there is a substantial likelihood that it will, or it has become illegal or inadvisable from any regulatory, tax or any other perspective to hold, acquire or dispose of Hedge Positions relating to the Transaction, or (y) it will incur a materially increased cost in performing its obligations under the Transaction or Hedging Activities relating to the Transaction (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position)."

Hedging Disruption:

Applicable, provided that Section $12.9(a)(v)$ of the Equity Definitions shall be amended by inserting the words "and dividend risk (or any other relevant price risk and dividend risk, including, without limitation, foreign exchange or currency risk)" after the words "equity price risk".

Haitong, or any of its affiliates, subsidiaries or any entity or entities acting on behalf of Haitong that engage in any hedging transaction(s) relating to the Transaction.

Applicable, provided that Section $12.9(a)(vi)$ of the Equity Definitions shall be deleted and replaced with the following:

"(vi) "Increased Cost of Hedging" means that the Hedging Party would incur a materially increased (as compared with the circumstances that existed on the Trade Date) amount of tax, duty, expense or fee (other than brokerage commissions) (which amount of tax shall include, without limitation, any amount of tax due to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position in relation to dividends) to (A) acquire, establish, reestablish, substitute, maintain, unwind or dispose of any such transaction(s) or asset(s) or $(B)$ realise, recover or remit the proceeds of the any such transaction(s) or asset(s), provided that any such materially increased amount that is incurred solely due to the deterioration of the creditworthiness of the Hedging Party shall not be deemed an Increased Cost of Hedging."

Haitong, or any of its affiliates, subsidiaries or any entity or entities acting on behalf of Haitong that engage in any hedging transaction(s) relating to the Transaction.

Haitong.

In the reasonable opinion of Haitong that the holding and/or maintenance of the Hedge Positions has imposed or will, may or likely to impose material legal/regulatory obligations (including but not limited to, mandatory or general offer obligation under the takeover code or equivalent legislation in Australia) on the Hedge Provider/Issuer (or any of its affiliates) or subject the Hedge Provider/Issuer (or any of its affiliates) to any licensing or regulatory regime.

On a day from and including the Trade Date to and excluding the Termination Date on which the LV Ratio reaches 71% or above (equivalent to 30% drop in Share price).

Hedging Party:

Increased Cost of Hedging:

Hedging Party:

Determining Party:

Additional legal/regulatory obligation of Haitong

LV Event

Index Adjustment Events:

Index Cancellation, Index Modification and Index Disruption:

In respect of each Index in the Portfolio, as described in the section headed "Consequences of Extraordinary Events, Additional Disruptions Events and Index Adjustment Event" below.

Determining Party: Haitong.

Consequences of Extraordinary Events:

Where the Calculation Agent determines that the occurrence of an Extraordinary Event has had a material effect on the terms of the Transaction, the Calculation Agent shall either (i) adjust the Equity Notional Amount, settlement, payment and/or any other terms of the Transaction and determine the effective date of such adjustment(s); or (ii) notify the Counterparty that the Transaction shall terminate on or prior to the Termination Date (such date of early termination, the "Early Termination Date") and determine the Early Termination Amount payable and the payment date of the Early Termination Amount in accordance with the provisions below.

Early Termination following Extraordinary Event:

If the Calculation Agent determines to terminate the Transaction on the Early Termination Date upon the occurrence of an Extraordinary Event, upon notice being given in respect of an early termination, the Calculation Agent shall determine the amount in the Settlement Currency (the "Early Termination Amount") in good faith and in a commercially reasonable manner, upon unwinding the Hedge Positions deducting the Early Termination Fee (if any), Commission and all Costs and Taxes, and determine the date upon which the Early Termination Amount is payable by Haitong or the Counterparty (as the case may be).

Additional Representations, Agreements and Acknowledgments:

Non-Reliance:	Applicable.
Agreements and Acknowledgments Regarding Hedging Activities:	Applicable.
Additional Acknowledgments:	Applicable.

2. Calculation Agent:

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Haitong. The Calculation Agent shall have no responsibility for good faith errors or omissions in respect of any calculations or determinations contemplated herein, and its calculations and determinations shall, in the absence of manifest error, be final, conclusive and binding on both parties.

3. Account Details:

Account Details for Haitong: to be informed by Haitong

Account Details for Counterparty: to be informed by the Counterparty.

4. Other Provisions:

• $(i)$ Default Liquidation. If at any time during the Term or upon termination thereof, the Counterparty fails to pay any amount payable by it under the Transaction when due, in addition and without prejudice any rights and remedies available to Haitong in respect of the Agreement, Haitong shall be entitled to charge interest on such unpaid amount at such prevailing default rate as determined by Haitong. In addition, Haitong is entitled (but not obliged) to liquidate all or part of the Hedge Positions in respect of the Portfolio and use the proceeds of such liquidation ("Default Liquidation") to satisfy such unpaid amount. To the extent of the unpaid amount satisfied by such proceeds, the above default interest shall cease to be charged. The Counterparty remains liable for any portion of the unpaid amount not satisfied by such proceeds.
• Early Termination Fee. If the Transaction is terminated in whole or in part prior to the $(ii)$ six months from the Trade Date for any reason, the Counterparty shall pay the early termination fee ("Early Termination Fee") in the Settlement Currency equal to [1]% of the sale proceeds from unwinding of the Hedge Positions to which the termination relates to Haitong on the relevant early termination date (which may be deducted from any amount payable by Haitong to the Counterparty (if any)). Thereafter, the Counterparty may terminate this Transaction with respect to all or part of the underlying Shares on five (5) Business Days' written notice in advance, provided that the minimum amount of underlying Shares for each termination shall be HKD10 million and in integral multiple of HKD5 million. Where the Counterparty gives notice of termination, the final Valuation Date shall be 5 Business Days after the date of such notice in respect of the portion of Shares the subject of the termination.
• Additional Representations and Warranties of Counterparty. The Counterparty on $(iii)$ behalf of itself and each Relevant Individual (as defined below) acknowledges, represents, warrants and undertakes to Haitong as of the Trade Date, the Effective Date, each Substitution Notice Receipt Date, each Cash Settlement Payment Date and on a continuing basis until the final Cash Settlement Payment Date as follows:
• $(a)$ $(A)$ Neither the Counterparty nor any affiliate of the Counterparty nor any individual who is an officer, director or employee of the Counterparty or any such affiliate who has knowledge of the transactions contemplated by this Confirmation (each a "Relevant Individual") are in possession of Material Non-public Information relating to any Shares or any Issuer in the Portfolio:
  • $(B)$ none of the Counterparty or any Relevant Individual have passed on any Material Non-public Information relating to any Share or any Issuer in the Portfolio; and
  • $(C)$ by entering into and performing its obligations relating to the Transaction, neither the Counterparty nor any Relevant Individual is or has engaged in market abuse (including insider trading) or market manipulation, nor has the Counterparty entered the Transaction on the basis of insider information in violation of the listing rules of the Australian Securities Exchange (the "Listing Rules") or any other applicable laws of Australia or Hong Kong or any comparable applicable legislation in any other applicable jurisdiction.

For the purposes of this paragraph, "Material Non-public Information" means any material information (including without limitation any information regarding any material adverse change or prospective material adverse change in the condition of, or any actual, pending or threatened litigation, arbitration or similar proceeding involving, an Issuer) that is not described in such Issuer's most recent annual report or subsequent public information releases that is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of such Issuer or its subsidiaries or its securities.

• $(b)$ The Counterparty and each Relevant Individual has and will at all times fully comply with all applicable laws and regulations in each jurisdiction with regard to the Transaction and any applicable Hedge Positions, including without limitation, those obligations arising with regard to disclosure and reporting.
• The Counterparty is not entering into the Transaction to, directly or indirectly $(c)$ (including through any applicable Hedge Positions), create actual or apparent trading activity in any Share (or any security convertible into or exchangeable for such Share) or to raise, depress or otherwise manipulate the price of any Share (or any security convertible into or exchangeable for such Share), and that it is in compliance with, and will not at any time during the tenure of the Transaction breach of the relevant laws and regulations.

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Please confirm that the foregoing correctly sets forth the terms of our agreement with respect to the Transaction by promptly signing in the space provided below and faxing the signed copy to us. Your failure to respond within such period shall not affect the validity or enforceability of the Transaction as against you.

Yours faithfully

For and on behalf of Haitong International Financial Solutions Limited

By: $\frac{2}{\sqrt{3}}$ Name: Title: $9 - n4R - 16$ Date:

$By:$ Name: Title: Date:

Confirmed as of the date above first written for and on behalf of: Golden Acumen Holdings Limited

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Title: Date:

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