Exhibit 10.3


 


EXECUTION VERSION


 


VOTING
UNDERTAKING


 


This
VOTING UNDERTAKING, dated as of July 30, 2019 (as may be amended, supplemented, modified and varied from time to time
in accordance with the terms herein, this “Undertaking”), is made by SHANGHAI FOSUN HIGH TECHNOLOGY
(GROUP) CO., LTD. (上海复星高科技
(集团) 有限公司), a limited liability company incorporated under the laws of the
PRC (“Fosun High Tech”), in favor of NEW FRONTIER CORPORATION, an exempted company incorporated with
limited liability under the laws of the Cayman Islands (“NFC”). Capitalized terms used but not otherwise
defined herein shall have the respective meanings ascribed to such terms in the Transaction Agreement (defined below).


 


WHEREAS, as of the
date hereof, (a) Fosun High Tech is the beneficial owner of certain shares in Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (“Fosun
Pharma”) that represent approximately 37.87% of Fosun Pharma’s share capital (the “Subject Shares”),
and (b) Fosun Industrial Co., Limited (“Fosun Industrial”), a wholly-owned subsidiary of Fosun Pharma, owns
certain limited partnership interests in Healthy Harmony Holdings, L.P. (“Partnership”) and certain equity securities
in Healthy Harmony GP, Inc. (“General Partner”);


 


WHEREAS, NFC, Fosun
Industrial and certain other parties are entering into that certain transaction agreement, dated on or about the date hereof (as
may be amended, supplemented, modified and varied from time to time in accordance with the terms herein, the “Transaction
Agreement”, and the transactions contemplated therein, the “Proposed Transaction”) relating to the
proposed sale of limited partnership interests in Partnership and equity securities in General Partner by Fosun Industrial and
certain other parties to NFC and its subsidiaries on the terms and subject to the conditions set forth in the Transaction Agreement;


 


WHEREAS, NFC has required
Fosun High Tech (in its capacity as a beneficial owner of the Subject Shares) to enter into this Undertaking, and Fosun High Tech
acknowledges that NFC is entering into the Transaction Agreement in reliance on the representations, warranties and covenants and
other agreements of Fosun High Tech set forth in this Undertaking.


 


NOW, THEREFORE, Fosun
High Tech, intending to be legally bound hereby, hereby undertakes to NFC as follows:


 


Article I


VOTING
AGREEMENT


 


Section 1.1          Voting
of Subject Shares. Fosun High Tech irrevocably and unconditionally undertakes that, at every shareholders meeting of Fosun
Pharma, however called, and at every adjournment, postponement and recess thereof (or pursuant to a written consent if the shareholders
of Fosun Pharma act by written consent in lieu of a meeting), it shall, or shall cause the holder of record on any applicable record
date to, be present (in person or by proxy) and to vote the Subject Shares, (a) in favor of approval of the Proposed Transaction,
and (b) against any action that would reasonably be expected to result in a breach of Fosun Seller’s representations, warranties,
covenants or agreements in the Transaction Agreement.


 




    	 	1	 



     


    

 


Section 1.2          No
Inconsistent Arrangements. Except as expressly provided for or expressly permitted herein, Fosun High Tech may not, directly
or indirectly, without the prior written consent of NFC, take any action that would have the effect of preventing Fosun High Tech
from performing its obligations hereunder.


 


Section 1.3          Additional
Purchases. Fosun High Tech agrees that any shares in Fosun Pharma that it directly or indirectly purchases or otherwise hereinafter
directly or indirectly acquires or with respect to which it otherwise acquires sole or shared voting power after the execution
of this Undertaking (the “New Subject Shares”) shall be subject to the terms and conditions of this Undertaking
to the same extent as if they constituted the Subject Shares.


 


Article II


MISCELLANEOUS


 


Section 2.1          Termination.
This Undertaking shall terminate automatically and become void and of no further force or effect, without any notice or other action
by any Person, upon the earliest of (a) the written consent of Fosun High Tech, General Partner and NFC, (b) the consummation of
the Proposed Transaction, and (c) the date on which the Transaction Agreement is terminated in accordance with its terms.


 


Section 2.2          Miscellaneous.
Article I (Definitions) and Article X (Miscellaneous) of the Transaction Agreement shall apply, mutatis
mutandis, to this Undertaking as if fully set forth herein. This Undertaking may not be amended without the prior written
consent of Fosun High Tech, General Partner and NFC.


 


Section 2.3          Sole
and Exclusive Remedy. Notwithstanding any provision in this Undertaking to the contrary, the right to seek specific performance
of this Undertaking shall be the sole and exclusive remedy of NFC and General Partner against Fosun High Tech and Fosun High Tech
shall have no further liability or obligation relating to, arising out of or with respect to this Undertaking or any transaction
contemplated hereunder.


 


***REMAINDER
OF THIS PAGE LEFT INTENTIONALLY BLANK***


 




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IN WITNESS WHEREOF,
Fosun High Tech has executed and delivered this Undertaking as a deed as of the date first written above.


 


SIGNED as a DEED


 


SHANGHAI FOSUN HIGH TECHNOLOGY


(GROUP) CO., LTD.


上海复星高科技
(集团) 有限公司


 


(Official Stamp)


 


	By:	/s/ Qiyu Chen	 
	Name: Qiyu Chen	 
	Title: Director	 


 


[Project Unicorn—Signature Page
to Fosun Voting Undertaking] 


 




    	 	 	 



     


    

 


AGREED AND ACKNOWLEDGED


as of the date first written above:


 


NEW FRONTIER CORPORATION


 


	By:	/s/ Carl Wu	 
	Name: Carl Wu	 
	Title: Director	 


 


[Project Unicorn—Signature Page
to Fosun Voting Undertaking]


 




    	 	 	 



     


    

 


AGREED AND ACKNOWLEDGED


as of the date first written above:


 


HEALTHY HARMONY GP, INC.


 


	By:	/s/ Roberta Lipson	 
	 	Name:  Roberta Lipson	 
	 	Title:    CEO	 


 


[Project Unicorn—Signature Page
to Fosun Voting Undertaking]