Biosensors : EFFECTIVE DATE OF THE AMALGAMATION

Microsoft Word - BIG_Effective_Date_of_Amalgamation_Ann_11Apr2016.doc

BIOSENSORS INTERNATIONAL GROUP, LTD.

(The amalgamated company resulting from the amalgamation on 8 April 2016

of two Bermuda companies, Biosensors International Group, Ltd. and CB Medical Holdings Limited) (Company Registration Number: 24983)

(the "Amalgamated Company")

AMALGAMATION BETWEEN BIOSENSORS INTERNATIONAL GROUP, LTD. ("BIGL") AND CB MEDICAL HOLDINGS LIMITED ("CBMHL") AND VOLUNTARY DELISTING OF BIGL

EFFECTIVE DATE OF THE AMALGAMATION

1. INTRODUCTION

   
   

   The Amalgamated Company refers to:

   
   

2. the joint announcement jointly issued by BIGL and CBMHL dated 4 November 2015 in respect of the proposed amalgamation (the "Amalgamation") between BIGL and CBMHL, a substantial shareholder of BIGL, under the laws of Bermuda;

   
   

3. the update joint announcement jointly issued by BIGL and CBMHL on 10 February 2016 in connection with the Amalgamation;

   
   

4. the announcements issued by BIGL dated 3 March 2016, 24 March 2016, 5 April 2016 and 8 April 2016 in connection with the Amalgamation; and

   
   

5. the Amalgamation document dated 3 March 2016 (the "Amalgamation Document") issued by BIGL in relation to the Amalgamation and the proposed voluntary delisting of BIGL from the Official List of the Singapore Exchange Securities Trading Limited (the "SGX-ST") pursuant to Rules 1307 and 1309 of the listing manual of the SGX-ST (the "Delisting").

   
   

   Unless otherwise defined herein, all terms used but not defined in this Announcement shall have the same meanings ascribed to them in the Amalgamation Document.

   
   

6. EFFECTIVE DATE OF THE AMALGAMATION

   
   

   The Amalgamated Company wishes to announce that the certificate of amalgamation dated 8 April 2016 issued by the Bermuda Registrar of Companies (the "Certificate of Amalgamation") has been received.

   
   

   As stated on the Certificate of Amalgamation, the amalgamation of BIGL and CBMHL and their continuance as one company bearing the name "Biosensors International Group, Ltd." (being the Amalgamated Company) became effective on 8 April 2016 (the "Effective Date").

   
   

   Accordingly, shareholders of BIGL shall receive the payment of the Amalgamation Consideration by 19 April 2016, being 7 Business Days from the Effective Date.

   
   

7. DELISTING DATE

   
   

   Subject to the settlement of the Amalgamation Consideration within 7 Business Days from the Effective Date, it is expected that BIGL will be delisted from the Official List of the SGX-ST with effect from 9.00 a.m. on 20 April 2016.

   
   

8. CHANGE IN BOARD COMPOSITION

   
   

   Immediately prior to the Effective Date, the Board of Directors of BIGL comprised the following persons:

   
   

9. Yoh-Chie Lu (Executive Chairman)

10. Jose Calle Gordo (Executive Director and Chief Executive Officer)

11. Adrian Chan Pengee (Lead Independent Director)

12. Xiuping Zhang (Non-Executive Independent Director)

13. Jinsong Bian (Non-Executive Independent Director)

14. Jean-Luc Butel (Non-Executive Independent Director)

15. Qiang Jiang (Non-Executive Non-Independent Director)

16. Bing Yuan (Non-Executive Non-Independent Director)

17. Dong Liu (Non-Executive Non-Independent Director)

18. Bin Wu (Non-Executive Non-Independent Director)

    
    

    With effect from the Effective Date, the foregoing persons ceased to hold office as directors of BIGL, and the board of directors of the Amalgamated Company comprises Dong Liu and Bin Wu.

    
    

19. DIRECTORS' RESPONSIBILITY STATEMENT




The directors of the Amalgamated Company (including any who may have delegated detailed supervision of the preparation of this Announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this Announcement which relate to the Amalgamated Company and BIGL are fair and accurate and that, where appropriate, no material facts which relate to the Amalgamated Company and BIGL have been omitted from this Announcement, and the directors of the Amalgamated Company jointly and severally accept responsibility accordingly.




Where any information which relates to the Amalgamated Company and/or BIGL has been extracted or reproduced from published or otherwise publicly available sources the sole responsibility of the directors of the Amalgamated Company has been to ensure that, through reasonable enquiries, such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Announcement.




BY ORDER OF THE BOARD




Dong Liu / Bin Wu Director




11 April 2016