Bloomage BioTechnology : Announcements and Notices - Results of the 2013 Annual General Meeting and Re-election of Retiring Directors

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.

(incorporated in the Cayman Islands with limited liability)

The Board is pleased to announce that all the resolutions as set out in the AGM Notice were duly passed at the AGM held on 28 May 2014.

Reference is made to the notice of 2013 annual general meeting (the "AGM") dated
17 April 2014 (the "AGM Notice") of Bloomage BioTechnology Corporation Limited (the "Company"). Unless otherwise defined, capitalized terms used herein shall have the same meanings as defined in the circular of the Company dated 17 April 2014.

The board (the "Board") of directors (the "Directors") of the Company announces that, at the AGM held at Gloucester Room, 2nd Floor, Mandarin Oriental Hong Kong,
5 Connaught Road, Central, Hong Kong on 28 May 2014 at 3 p.m., poll voting was adopted for all of the resolutions as set out in the AGM Notice (the "Resolutions").
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The Board is pleased to announce that the Resolutions were duly passed by the shareholders of the Company (the "Shareholders") by poll voting at the AGM. The poll results for the Resolutions are as follows.

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5. To grant a general mandate to the Directors to allot, issue and deal with additional shares not exceeding 20% of the issued share capital of the Company as at the date of passing this resolution
6. To grant a general mandate to the Directors to repurchase shares not exceeding 10% of the issued share capital of the Company as at the date of passing this resolution
7. To extend the general mandate granted to the Directors to allot, issue and deal with additional shares in the share capital of the Company by an amount not exceeding the amount of the shares
repurchased by the Company
221,807,002 (97.38%)
227,764,650 (100%)
221,807,002 (97.38%)
5,957,648 (2.62%)
0
(0%)
5,957,648 (2.62%)
227,764,650
227,764,650
227,764,650
The description of the Resolutions above is by way of summary only. The full text appears in the AGM Notice.
As more than 50% of the votes were cast in favour of the Resolutions, the Resolutions were duly passed as ordinary resolutions of the Company.
The Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited was appointed as the scrutineer for the poll voting at the AGM.

Notes:

(a) The total number of shares of the Company in issue as at the date of the AGM: 332,000,000 shares of HK$0.01 each. No Shareholder was required to abstain from voting on the Resolutions at the AGM.

(b) The total number of shares of the Company entitling the holders to attend and vote only against the Resolutions at the AGM: nil.

(c) The total number of shares of the Company entitling the holders to attend and to vote for or against the Resolutions at the AGM: 332,000,000 shares.

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At the AGM, the re-election of Ms. Liu Aihua as an executive Director was duly approved by the Shareholders and such appointment took effect immediately thereafter.
Ms. Liu Aihua, aged 51, is an executive Director. Ms. Liu is the general manager of both Bloomage Freda Biopharmaceutical Co. Ltd. ("Bloomage Biopharm") and Shandong Bloomage Hyinc Biopharm Company Limited ("Shandong Bloomage Hyinc"). Ms. Liu graduated from the pharmaceutical department of Shenyang Pharmaceutical University in 1983 with a bachelor's degree in science. Ms. Liu had worked for Jinan Yongning Pharmaceutical Ltd. during the period between August
1983 and July 1998 and was responsible for research and technical management. Before joining the Company and its subsidiaries (collectively referred to as the "Group"), Ms. Liu was the vice-president of Biopharmaceuticals Research Institute during the period between August 1998 and December 2001. Ms. Liu has over 30 years' experience in both of pharmaceutical research and management. Ms. Liu is a director of Bloomage Biopharm, Beijing Bloomage Hyinc Technology Company Limited and Shandong Bloomage Hyinc. She joined the Group in January 2002.
Save as disclosed above, Ms. Liu did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.
As at the date of this announcement, Ms. Liu was deemed, or taken to be, interested in an aggregate of 6,734,000 shares of the Company (approximately 2.03% of the issued share capital of the Company), of which 4,544,000 shares were held by Forever Shining Holdings Limited ("Forever Shining") and she has been granted options to subscribe for up to 2,190,000 shares of the Company under the share option scheme of the Company. As Forever Shining is owned as to 42.86% by Ms. Liu, therefore, Ms. Liu was deemed, or taken to be, interested in all the shares of the Company which were beneficially owned by Forever Shining for the purposes of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ("SFO"). Ms. Liu is a director of Forever Shining.
Save as disclosed above, Ms. Liu does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company and she had no interests in the shares of the Company which are required to be disclosed pursuant to Part XV of the SFO.
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Ms. Liu has entered into a director 's service contract with the Company for a term commencing from 16 May 2013 to the 2014 annual general meeting to be convened in 2015, which may be terminated by either party thereto giving to the other not less than three months' prior notice in writing and is entitled to receive an annual salary of HK$200,000 which is determined with reference to the prevailing market practice, the Company's remuneration policy, her duties and responsibilities with the Group.
Save as disclosed above, there are no other matters relating to the re-election that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to paragraph 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

At the AGM, the re-election of Ms. Wang Aihua as an executive Director was duly approved by the Shareholders and such appointment took effect immediately thereafter.
Ms. Wang Aihua, aged 36, is an executive Director. She graduated from Yanshan University (�IlJ::k*) (formerly known as The Northeast Heavy Machinery Institute (* "H��J:I*)1)) in 1999 with a bachelor's degree in economic major in international economic and trading. She further obtained a master of business administration degree from Yanshan University in 2004 with a major in the management science and engineering from 2001 to 2004. Ms. Wang worked as an analyst for Golden Credit Rating International Co., Ltd. from 2004 to 2007 and was responsible for analysis and assessment of company solvency and major loan projects. She had also been the secretary to the chairman and the manager of the overseas business department of Bloomage International Investment Group Inc. (formerly known as Bloomage Investment Co., Ltd.) ("Bloomage International") since July 2007 up to September 2011. She is responsible for strategic development and capital management of the Group. Ms. Wang is a director of Bloomage Biopharm, Beijing Bloomage Hyinc Technology Company Limited and Shandong Bloomage Hyinc. She joined the Group in December 2008.
Save as disclosed above, Ms. Wang did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.
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Ms. Wang has been granted options to subscribe for up to 680,000 shares of the
Company under the share option scheme of the Company.
Save as disclosed above, Ms. Wang does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company and she had no interests in the shares of the Company which are required to be disclosed pursuant to Part XV of the SFO.
Ms. Wang has entered into a director 's service contract with the Company for a term commencing from 16 May 2013 to the date of the AGM, which may be terminated by either party thereto giving to the other not less than three months' prior notice in writing and is entitled to receive an annual salary of HK$200,000 which is determined with reference to the prevailing market practice, the Company's remuneration policy, her duties and responsibilities with the Group.
Ms. Wang will enter into a director 's service contract with the Company for a term commencing from the date of the AGM and ending at the conclusion of the 2015 annual general meeting to be held in 2016, which may be terminated by the Company by giving to the Director at least three month's prior notice in writing or otherwise in accordance with the terms of the director 's service agreement. Ms. Wang will be entitled to receive an annual salary referred in the director 's service contract, which will be determined with reference to the prevailing market price, the Company's remuneration policy, her duties and responsibilities with the Group.
Save as disclosed above, there are no other matters relating to the re-election that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to paragraph 13.51(2)(h) to (v) of the Listing Rules.

At the AGM, the re-election of Mr. Guo Jiajun as a non-executive Director was duly approved by the Shareholders and such appointment took effect immediately thereafter.
Mr. Guo Jiajun, aged 38, is a non-executive Director. He graduated from Shandong
University at Weihai (IlJ*::k*�#ij)Ji)() in 1998 with a bachelor 's degree in science
major in electronics and information systems and completed an international MBA program organized by the China Center for Economic Research at Peking University from 2005 to 2008, and was awarded a master degree of business administration by Fordham University of the US in 2008. Mr. Guo worked for the Housing Fund
Management Centre of Weihai Finance Bureau in Shandong (IlJ*��#ijm1:m0{l
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jfitf_II�c,) as a staff member and was responsible for the management and payment of housing funds from 1998 to 2001. He is the vice general manager of Bloomage International. Mr. Guo is responsible for supervising the performance of the Group and advising on its development plan. Mr. Guo joined the Group in March 2006.

Save as disclosed above, Mr. Guo did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.
Mr. Guo has been granted options to subscribe for up to 700,000 shares of the
Company under the share option scheme of the Company.
Save as disclosed above, Mr. Guo does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company and he had no interests in the shares of the Company which are required to be disclosed pursuant to Part XV of the SFO.
Mr. Guo has entered into a director 's service contract with the Company for a term commencing from 16 May 2013 to the date of the AGM, which may be terminated by either party thereto giving to the other not less than three months' prior notice in writing and is entitled to receive an annual salary of HK$100,000 which is determined with reference to the prevailing market practice, the Company's remuneration policy, his duties and responsibilities with the Group.
Mr. Guo will enter into a director 's service contract with the Company for a term commencing from the date of the AGM and ending at the conclusion of the 2015 annual general meeting to be held in 2016, which may be terminated by the Company by giving to the Director at least three month's prior notice in writing or otherwise in accordance with the terms of the director 's service agreement. Mr. Guo will be entitled to receive an annual salary referred in the director 's service contract, which will be determined with reference to the prevailing market price, the Company's remuneration policy, his duties and responsibilities with the Group.
Save as disclosed above, there are no other matters relating to the re-election that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to paragraph 13.51(2)(h) to (v) of the Listing Rules.
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At the AGM, the re-election of Mr. Hai Wen as an independent non-executive Director was duly approved by the Shareholders and such appointment took effect immediately thereafter.
Mr. Hai Wen, aged 61, graduated from Peking University with a Bachelor degree in Economics in 1982. He obtained a doctorate degree in Economics from the University of California, Davis in 1991. He is a professor in Economics and doctoral supervisor of Peking University and currently serves as the deputy director of the University Council of Peking University ( ff::k*i)(,m�Jl'!t) and the dean of the HSBC Business School of Peking University ( ff::k*ìll'l!i>*)1). He had been a permanent deputy director of The China Center for Economic Research at Peking University ( ff::k*����Jfj-Z�c,), vice principal of Peking University and the dean of the Shenzhen Graduate School of Peking University ( ff::k*ii�Jfj-Z't

)1). Mr. Hai had compiled and translated more than ten books on Economics and has won several awards in the fields of Economics and education. Mr. Hai is an independent director of China Vanke Co., Ltd. (ri;lj-{t�f5:ff�0RJ), the shares of which are listed on the Shenzhen Stock Exchange (stock code: 200002).

Mr. Hai was appointed as an independent non-executive Director on 28 February
2014.
Save as disclosed above, Mr. Hai did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.
Mr. Hai does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company and he had no interests in the shares of the Company which are required to be disclosed pursuant to Part XV of the SFO.
Mr. Hai has entered into a director 's service contract with the Company for a term of 1 year commencing on 28 February 2014, which may be terminated by either party thereto giving to the other not one month's prior notice in writing and is entitled to receive an annual salary of HK$200,000 which is determined with reference to the prevailing market practice, the Company's remuneration policy, his duties and responsibilities with the Group.
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Save as disclosed above, there are no other matters relating to the re-election that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to paragraph 13.51(2)(h) to (v) of the Listing Rules.

At the AGM, the re-election of Mr. Li Junhong as an independent non-executive Director was duly approved by the Shareholders and such appointment took effect immediately thereafter.
Mr. Li Junhong, aged 47, graduated from Central University of Finance and Economics (�:9!�::k*) with a Bachelor degree in Accounting in 1989. He studied in the International Executive Master of Business Administration programme at the China Center for Economic Research at Peking University ( ff::k*���� Jfj-Z�c,) from 2000 to 2002 and obtained a Master of Business Administration from Fordham University in 2002. He is also a member of The Chinese Institute of Certified Public Accountants. From January 2008 to December 2008, Mr. Li had been an executive director of Hong Kong Life Sciences and Technologies Group Ltd. ('t lj-* :ff�0RJ) (formerly known as Zmay Holdings Limited and New Chinese Medicine Holdings Limited) (stock code: 8085), a company listed on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited. He has over 20 years of experience in auditing, accounting, merger and acquisition consultancy and management consultancy with local accountants firms and private companies. He was a partner in Beijing Tianhua CPAs ( ff7($'!ttf1�,m)). Mr. Li is now the executive vice president and the financial controller of Zhongrong Financial Investment Management Company Limited (�rtijfi/llfi(�tf_II:ff�0RJ).
Mr. Li was appointed as an independent non-executive Director on 28 February 2014. Save as disclosed above, Mr. Li did not hold any directorship in other public
companies the securities of which are listed on any securities market in Hong Kong
or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.
Mr. Li does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company and he had no interests in the shares of the Company which are required to be disclosed pursuant to Part XV of the SFO.
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Mr. Li has entered into a director 's service contract with the Company for a term of
1 year commencing on 28 February 2014, which may be terminated by either party thereto giving to the other one month's prior notice in writing and is entitled to receive an annual salary of HK$150,000 which is determined with reference to the prevailing market practice, the Company's remuneration policy, his duties and responsibilities with the Group.
Save as disclosed above, there are no other matters relating to the re-election that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to paragraph 13.51(2)(h) to (v) of the Listing Rules.
Hong Kong, 28 May 2014
By Order of the Board

Chairman

As at the date of this announcement, the executive Directors are Ms. Zhao Yan, Mr. Jin Xuekun, Ms. Liu Aihua and Ms. Wang Aihua; the non-executive Director is Mr. Guo Jiajun; the independent non-executive Directors are Ms. Zhan Lili, Mr. Hai Wen and Mr. Li Junhong.

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