Bloomage BioTechnology : Announcements and Notices - Discloseable Transaction Relating to Acquisition of Entire Interest in the Target Company

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華 熙 生 物 科 技 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

On 6 January 2017, the Purchaser (a wholly-owned subsidiary of the Company), the Vendors and the Company entered into the Sale and Purchase Agreement pursuant to which the Purchaser conditionally agreed to purchase, and the Vendors conditionally agreed to sell, the Sale Shares, representing the entire issued and paid-up capital of the Target Company, at the Consideration of up to EUR25,150,000 (equivalent to approximately HK$203,086,000), subject to the terms of the Sale and Purchase Agreement.

As one or more of the applicable percentage ratios set out in the Listing Rules in respect of the Acquisition exceed 5% and all of them are less than 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter

14 of the Listing Rules and is subject to the reporting and announcement requirements but is exempt from the Shareholders' approval under the Listing Rules.

Upon Completion, the Target Company will become an indirect wholly-owned subsidiary of the Company and its results will be consolidated into the financial statements of the Group.

On 6 January 2017, the Purchaser (a wholly-owned subsidiary of the Company), the Vendors and the Company entered into the Sale and Purchase Agreement pursuant to which the Purchaser conditionally agreed to purchase, and the Vendors conditionally agreed to sell, the Sale Shares, representing the entire issued and paid-up capital of the Target Company, at the Consideration of up to EUR25,150,000 (equivalent to approximately HK$203,086,000), subject to the terms of the Sale and Purchase Agreement.

6 January 2017

1. the Purchaser (a wholly-owned subsidiary of the Company), as purchaser

2. Vendor I, as vendor in respect of approximately 49.9% interest in the Target Company;

3. Vendor II, as vendor in respect of approximately 50.1% interest in the Target Company; and

4. the Company, as guarantor

   Vendor I is the president of the Target Company and holds approximately 49.9% interest in the entire issued and paid up capital of the Target Company as at the date of this announcement.

   Vendor II is a company incorporated in Luxembourg with limited liability, is principally engaged in the business of investment holding and holds approximately 50.1% interest in the entire issued and paid-up capital of the Target Company as at the date of this announcement.

   To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, Vendor I, Vendor II and Vendor II's ultimate beneficial owners are independent of the Company and connected persons of the Company.

   Assets to be acquired

   Pursuant to the terms of the Sale and Purchase Agreement, the Vendors conditionally agreed to sell, and the Purchaser conditionally agreed to purchase, the Sale Shares, representing the entire issued and paid-up share capital of the Target Company.

   Consideration

   The Consideration for the Sale Shares is in the aggregate amount of up to EUR25,150,000 (equivalent to approximately HK$203,086,000) payable in cash, which comprises of:

5. the Initial Consideration of up to EUR14,275,000 (equivalent to approximately HK$115,271,000);

6. the Basic Earn-out Consideration in the aggregate amount of up to EUR7,875,000 (equivalent to approximately HK$63,591,000); and

7. the Additional Earn-out Consideration in the aggregate amount of up to EUR3,000,000 (equivalent to approximately HK$24,225,000),

subject to the adjustments as detailed below.

The Initial Consideration

The Initial Consideration shall be paid to Vendor I and Vendor II in the proportion of 49.9% and 50.1%, respectively, and adjusted in the manner set out as follows:

1. on the date of Completion, the Purchaser shall pay to the Vendors an aggregate amount of EUR13,650,000 (equivalent to approximately HK$110,224,000) in partial settlement of the Initial Consideration; and

2. within eight (8) days of receipt by the Purchaser and the Vendors of the Completion Adjustment Certificate:

3. if the Closing Net Financial Debt is equal to or lower than EUR530,000, the Purchaser shall pay to the Vendors the remaining portion of the Initial Consideration in the amount of EUR625,000 (equivalent to approximately HK$5,047,000);

4. if the Closing Net Financial Debt is higher than EUR530,000 but not more than EUR1,155,000, the Initial Consideration shall be reduced by an amount equal to the difference between the Closing Net Financial Debt and EUR530,000 and the Purchaser shall pay to the Vendors the remaining portion of the Initial Consideration; and

5. if the Closing Net Financial Debt is higher than EUR1,155,000, no further payment shall be due by the Purchaser with respect to the Initial Consideration and the Vendors shall reimburse to the Purchaser an amount equal to the difference between the Closing Net Financial Debt and EUR1,155,000.

The Basic Earn-out Consideration

Subject to the terms set out in the sub-section titled "Eligibility for Basic and Additional Earn-out Consideration" below, the Basic Earn-out Consideration shall be paid to Vendor I and Vendor II in the proportion of 49.9% and 50.1%, respectively. The Purchaser shall pay the Vendors the relevant portion of the Basic Earn-out Consideration after each earn-out period as set out in the table below (each, an "Earn-out Period") and in accordance with mechanism set out in the sub-section titled "Determination and Payment of the Basic and Additional Earn-out Consideration" below, subject to the Target Company achieving the corresponding relevant revenue target (the "Revenue Target"):

Earn-out Period Revenue Target Maximum amount of Basic Earn-out Consideration payable for each Earn-out Period

1	January 2017 to 31 December 2017	EUR6,000,000	EUR1,125,000
1	January 2018 to 31 December 2018	EUR9,000,000	EUR3,375,000
1	January 2019 to 31 December 2019	EUR13,000,000	EUR3,375,000

Total EUR28,000,000 EUR7,875,000

If the Target Company fails to achieve the Revenue Target in any of the Earn-out Periods, the amount of Basic Earn-out Consideration payable for such Earn-out Period shall be adjusted in accordance with the following formula:

Basic Earn-out Consideration

Target Company

= Actual Revenue X Revenue Target

Maximum amount of Basic

Earn-out Consideration payable for such Earn-out Period