EuroEyes International Eye Clinic : INSIDE INFORMATION - INDICATIVE NON-BINDING OFFERS IN RELATION TO THE POSSIBLE ACQUISITIONS

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EuroEyes International Eye Clinic Limited

德視佳國際眼科有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1846)

INSIDE INFORMATION -

INDICATIVE NON-BINDING OFFERS

IN RELATION TO THE POSSIBLE ACQUISITIONS

This announcement is made by EuroEyes International Eye Clinic Limited (the "Company", and together with its subsidiaries, the "Group") pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

INDICATIVE NON-BINDING OFFERS

The board of directors (the "Board") of the Company wishes to inform its shareholders and potential investors regarding the latest development of the Group.

On 17 August 2020, the Group submitted (i) an indicative non-binding offer letter to Professor Dr. Michael Christian Knorz ("Prof. Knorz"), the senior vice president, medical affairs (international) of the Company (the "PMK Offer Letter"), and (ii) an indicative non-binding offer letter to Knorz Vermögensverwaltung GmbH ("Knorz GmbH"), a company owned by Prof. Knorz and his family members, and the University Medical Centre Mannheim (Universitätsklinikum Mannheim) of Heidelberg University ("UM") (the "FreeVis Offer Letter", and together with the PMK Offer Letter, the "Indicative Offer Letters").

Pursuant to the Indicative Offer Letters, subject to further negotiations with the counterparties on a letter of intent and the signing of a definitive and binding agreement, the Group proposes to acquire:

1. the entire equity interest in Augenärztliche Privatpraxis Prof. Dr. Michael C. Knorz ("PMK"), an ophthalmological private practice in Germany which specialises in lens exchange surgery, that is wholly owned by Prof. Knorz; and
2. at least 55% and up to 100% equity interest in FreeVis LASIK Zentrum Mannheim GmbH ("FreeVis GmbH"), a German limited liability company which operates an eye clinic in Mannheim, Germany that specialises in refractive laser surgery, and is owned as to 55% by Knorz GmbH and 45% by UM,
   (collectively, the "Possible Acquisitions").

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On 26 August 2020, the Group received (i) a letter from Prof. Knorz indicating that he is willing to negotiate with the Group based on the terms offered in the PMK Offer Letter; and (ii) a letter from Knorz GmbH indicating that it is willing to negotiate with the Group based on the terms offered in the FreeVis Offer Letter. As at the date of this announcement, the Group has not received a response from UM in relation to the FreeVis Offer Letter.

To the best of the knowledge, information and belief of the directors of the Company (the "Directors"), having made all reasonable enquiries, Prof. Knorz, Knorz GmbH and UM (and their respective ultimate beneficial owner(s)) are third parties independent of the Company and are not connected with the Company or any of its subsidiaries and its connected persons (as defined under the Listing Rules) as at the date of this announcement.

The Indicative Offer Letters are legally non-binding in nature and do not constitute any legally binding commitments of the Company, Prof. Knorz, Knorz GmbH and UM to proceed with the Possible Acquisitions. Should the Possible Acquisitions do not proceed, there is no liability on the parties unless and until a definitive agreement is entered into among the parties.

REASONS FOR AND BENEFITS OF THE POSSIBLE ACQUISITIONS

The Group has been actively seeking opportunities in the market for the expansion of its service network, which can improve the synergy and bring benefits to the Group's ophthalmic services.

The Possible Acquisitions are in line with the Group's growth strategy in Germany. The Possible Acquisitions will further expand the Group's current footprint in Germany while enhancing its market leader status. The Directors believe that the Possible Acquisitions will support the long-term growth of the Group's revenue and profit.

GENERAL

As at the date of this announcement, the terms and conditions of the Possible Acquisitions are still being negotiated and no definitive agreement or other legally binding agreement has been entered into by the parties. The Possible Acquisitions, if they materialised, may constitute notifiable transactions of the Company under Chapter 14 of the Listing Rules. The Company will make further announcement(s) regarding the Possible Acquisitions as and when appropriate, and will comply with all applicable requirements under the Listing Rules.

WARNING

The Board wishes to emphasise that the Indicative Offer Letters are not legally binding. Shareholders of the Company and/or potential investors are reminded that the Possible Acquisitions are subject to, among other things, the entering into of the definitive agreement(s) between the parties, the terms of which are yet to be finalised.

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The Possible Acquisitions are also subject to, and conditional upon, such conditions as may be agreed by the parties to the definitive agreement(s). The Indicative Offer Letters may or may not lead to the entering into of the definitive agreement(s) and the Possible Acquisitions may or may not proceed. Shareholders of the Company and/or potential investors are advised to exercise caution when dealing with the securities of the Company.

By Order of the Board

EuroEyes International Eye Clinic Limited

Dr. Jørn Slot Jørgensen

Chairman and Executive Director

Hong Kong, 26 August 2020

As at the date of this announcement, the Board comprises Dr. Jørn Slot Jørgensen, Dr. Markus Braun, Dr. Ralf-Christian Lerche, Prof. Dr. Thomas Friedrich Wilhelm Neuhann, Mr. Jannik Jonas Slot Jørgensen as executive Directors; Mr. Marcus Huascar Bracklo as non-executive Director; Mr. Hans Helmuth Hennig, Mr. Zhengzheng Hu and Mr. Philip Duncan Wright as independent non-executive Directors.

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