New Frontier Health Corporation (Exact Name of Registrant As Specified in Its Charter)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report: Commission file number: 001-38562 New Frontier Health Corporation (Exact name of Registrant as specified in its charter) Cayman Islands (Jurisdiction of incorporation) 10 Jiuxianqiao Road, Hengtong Business Park B7 Building, 1/F Chaoyang District, 100015, Beijing, China (Address of principal executive offices) Roberta Lipson Chief Executive Officer 10 Jiuxianqiao Road, Hengtong Business Park B7 Building, 1/F Chaoyang District, 100015, Beijing, China Tel: 86-10-59277000 Email: [email protected] (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Copies to: Joel L. Rubinstein Jonathan P. Rochwarger Elliott M. Smith Winston & Strawn LLP 200 Park Avenue New York, New York 10166 Tel: (212) 294-6700 Fax: (212) 294-4700 Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Ordinary Shares, par value US$0.0001 per share NFH New York Stock Exchange Warrants, exercisable for ordinary shares NFH WS New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: Ordinary Shares Warrants Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of business covered by the annual report. 131,356,980 ordinary shares were issued and outstanding as of December 31, 2019. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. o Yes x No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer x Non-accelerated filer o Emerging growth company x If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP o International Financial Reporting Standards as issued Other o by the International Accounting Standards Board x If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. o Item 17 o Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No TABLE OF CONTENTS PART I INTRODUCTORY NOTE 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 2 A. Selected Financial Data 2 B. Capitalization and Indebtedness 2 C. Reasons for the Offer and Use of Proceeds 2 D. Risk Factors 3 ITEM 4. INFORMATION ON THE COMPANY 28 A. History and Development of the Company 28 B. Business Overview 30 C. Organizational Structure 46 D. Property, plants and equipment 48 ITEM 4A. UNRESOLVED STAFF COMMENTS 49 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 50 A. Operating Results 50 B. Liquidity and Capital Resources 64 C. Research and Development, Patents and Licenses, etc. 66 D. Trend Information 67 E. Off-Balance Sheet Arrangements 67 F. Tabular Disclosure of Contractual Obligations 67 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 67 A. Directors and Senior Management 67 B. Compensation 73 C. Board Practices 73 D. Employees 75 E. Share Ownership 76 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 78 A. Major Shareholders 78 B. Related Party Transactions 78 C. Interests of Experts and Counsel 85 ITEM 8. FINANCIAL INFORMATION 85 A. Consolidated Statements and Other Financial Information 85 B. Significant Changes 86 i ITEM 9. THE OFFER AND LISTING 86 A. Offer and Listing Details 86 B. Plan of Distribution 86 C. Markets 86 D. Selling Shareholders 86 E. Dilution 86 F. Expenses of the Issue 86 ITEM 10. ADDITIONAL INFORMATION 87 A. Share Capital 87 B. Memorandum and Articles of Association 87 C. Material Contracts 89 D. Exchange Controls 91 E. Taxation 91 F. Dividends and Paying Agents 97 G. Statement by Experts 97 H. Documents on Display 98 I. Subsidiary Information 98 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT RISK 99 A. Quantitative and Qualitative Disclosure about Market Risk 99 B. Currency Risk 99 C. Interest rate risk 100 D. Credit risk 100 E. Liquidity risk 100 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 101 A. Debt Securities 101 B. Warrants and Rights 101 C. Other Securities 101 D. American Depositary Shares 101 PART II ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 102 A. Defaults 102 B. Arrears and Delinquencies 102 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 102 ITEM 15. CONTROLS AND PROCEDURES 102 A. Disclosure Controls and Procedures 102 B. Management’s Annual Report on Internal Control Over Financial Reporting 102 C. Attestation Report of the Registered Public Accounting Firm 103 D. Changes in Internal Control Over Financial Reporting 103 ITEM 16. Reserved 104 Item 16A. Audit Committee Financial Expert 104 Item 16B. Code of Ethics 104 Item 16C. Principal Accountant Fees and Services 104 ii Item 16D. Exemptions from the Listing Standards for Audit Committees 105 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 105 Item 16F. Change in Registrant’s Certifying Accountant 105 Item 16G. Corporate Governance 105 Item 16H. Mine Safety Disclosure 105 PART III ITEM 17. FINANCIAL STATEMENTS 106 ITEM 18. FINANCIAL STATEMENTS 106 ITEM 19. EXHIBITS 107 iii PART I INTRODUCTORY NOTE On December 18, 2019, New Frontier Health Corporation (formerly known as New Frontier Corporation (“NFC”)), consummated the previously announced business combination (the “business combination”) pursuant to the Transaction Agreement, dated as of July 30, 2019 (the “Transaction Agreement”), by and among NFC, NF Unicorn Acquisition L.P., a Cayman Islands exempted limited partnership and wholly owned indirect subsidiary of NFC, Healthy Harmony Holdings, L.P., a Cayman Islands exempted limited partnership (“Healthy Harmony”), Healthy Harmony GP, Inc., a Cayman Islands exempted company and the sole general partner of Healthy Harmony (“HH GP”) and the sellers named therein, pursuant to which, on December 18, 2019 (the “Closing”), NFC (i) indirectly acquired 100% of the outstanding equity interests in Healthy Harmony and HH GP for approximately $1.3 billion in the aggregate and (ii) changed its name from New Frontier Corporation to New Frontier Health Corporation. The business operations of Healthy Harmony are conducted under the brand name “United Family Healthcare” and, together with HH GP, are referred to collectively herein as “UFH.” Unless the context otherwise requires, “we,” “us,” “our,” “the Company,” “NFH” and “New Frontier Health Corporation” will refer to New Frontier Health Corporation and its subsidiaries. 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This report includes statements that express NFH’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, the business combination, the benefits and synergies of the business combination, including anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which the Company operates.