Common use of LISTING RULES IMPLICATION Clause in Contracts

LISTING RULES IMPLICATION. Pursuant to the Framework Agreement, Biostime Pharma subscribed for and ISM issued the Subscription Shares, representing 20% of the total issued share capital of ISM as enlarged by the issuance of the Subscription Shares at an aggregate subscription price of EUR2,522,925 on 2 July 2013. Upon satisfaction of the Condition Precedent as prescribed in the Framework Agreement, the Company and ISM entered into the Bond Subscription Agreement on 30 July 2013. As the Share Subscription and Bond Subscription are both related to the Proposed Project, entered into by relevant members of the Group with the same party, the Board considers that it is appropriate to aggregate the Share Subscription and the Bond Subscription for the purpose of determining the relevant percentage ratios under Rules 14.15(2) and 14.22 of the Listing Rules. As certain aggregate applicable percentage ratios (as defined in the Listing Rules) are more than 5% but all of them are less than 25%, the Framework Agreement, the Bond Subscription Agreement and the transactions contemplated thereunder constitute discloseable transactions for the Company and are subject to the notification and announcement requirements set out in Chapter 14 of the Listing Rules. Reference is made to the announcement of the Biostime International Holding Limited (the “Company”, together with its subsidiaries, the “Group”) dated 2 July 2013 (the “Announcement”) in relation to the Framework Agreement between certain members of the Group and ISM. Unless otherwise defined in this announcement, capitalized terms used in this announcement shall have the same meanings ascribed to them in the Announcement. THE BOND SUBSCRIPTION AGREEMENT Upon satisfaction of the Condition Precedent as prescribed in the Framework Agreement, the Company and ISM entered into the Bond Subscription Agreement on 30 July 2013, the particulars of which are set out below. Date of the Bond 30 July 2013 Subscription Agreement Parties to the subscription (1) Biostime International Investment Limited (“Biostime Investment”), a limited liability company incorporated in the British Virgin Islands and a directly wholly- owned subsidiary of the Company (2) ISM Bond issue and Bond ISM undertakes to issue 17,477,075 Bonds in three separate Subscription tranches: – Tranche A: 5,825,692 Bonds of a nominal value of EUR1 (approximately HK$10.2855) per Bond on 1 August 2013; – Tranche B: 5,825,692 Bonds of a nominal value of EUR1 (approximately HK$10.2855) per Bond on 1 January 2014; and – Tranche C: 5,825,691 Bonds of a nominal value of EUR1 (approximately HK$10.2855) per Bond on 1 July 2014. Subject to fulfillment of relevant conditions precedent (see below) as specified in the Bond Subscription Agreement, as well as compliance by ISM of the terms and conditions of the Bond Subscription Agreement, Biostime Investment agrees to subscribe to the abovementioned three tranches of Bonds, and to pay the corresponding price on the corresponding date of issuance of relevant tranche (each an “Issuance Date”). Conditions precedent The subscription of each tranche of the Bonds by Biostime Investment is subject to below conditions precedent:

LISTING RULES IMPLICATION. Pursuant to The GRGC is the Framework Agreement, Biostime Pharma subscribed for largest Shareholder of the Company and ISM issued the Subscription Shares, representing 20owns an aggregate of 37.12% of the total issued share capital of ISM as enlarged by the issuance Company. The CRC is the de facto controller of the Subscription Shares at an aggregate subscription price GRGC. Pursuant to the Proposal and the Reply, the corporate function together with the underlying assets, liabilities and personnel of EUR2,522,925 on 2 July 2013the Former MOR are transferred to the CRC. Upon satisfaction the completion of all the necessary formalities and procedures in connection with the Reform, the CRC will be regarded as a connected person of the Condition Precedent as prescribed Company under the Listing Rules from 1 January 2017, and the transactions between the CRC Group Companies and the Group Companies under the Comprehensive Services Framework Agreement will constitute continuing connected transactions of the Company under the Listing Rules. As one or more of the applicable Percentage Ratios in respect of the Framework AgreementContinuing Connected Transactions exceed 5%, the Continuing Connected Transactions will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules, and ISM entered into the Bond Subscription Agreement on 30 July 2013. As the Share Subscription and Bond Subscription are both related be subject to the Proposed Projectreporting, entered into by relevant members of the Group with the same partyannual review, the Board considers that it is appropriate announcement and Independent Shareholders’ approval requirement pursuant to aggregate the Share Subscription and the Bond Subscription for the purpose of determining the relevant percentage ratios under Rules 14.15(2) and 14.22 Chapter 14A of the Listing Rules. As certain aggregate applicable percentage ratios The Directors (as defined excluding the independent non-executive Directors whose views will be given after taking into account the advice from the IFA) consider that the Comprehensive Services Framework Agreement is entered into in the Listing Rules) are more usual and ordinary course of business of the Group, is negotiated on an arm’s length basis and on normal commercial terms or on terms no less favorable than 5% but all of them are less than 25%, the Framework Agreement, the Bond Subscription Agreement those available to or from independent third parties under prevailing local market conditions. The Continuing Connected Transactions and the transactions contemplated thereunder constitute discloseable transactions for Proposed Annual Caps are fair and reasonable and in the Company and are subject to the notification and announcement requirements set out in Chapter 14 of the Listing Rules. Reference is made to the announcement of the Biostime International Holding Limited (the “Company”, together with its subsidiaries, the “Group”) dated 2 July 2013 (the “Announcement”) in relation to the Framework Agreement between certain members interests of the Group and ISMthe Shareholders as a whole. Unless otherwise defined in this announcement, capitalized terms used in this announcement shall have The Company will comply with the same meanings ascribed to them relevant provisions under Chapter 14A of the Listing Rules in the Announcement. THE BOND SUBSCRIPTION AGREEMENT Upon satisfaction event that the aggregate service fees under the Comprehensive Services Framework Agreement shall exceed the Proposed Annual Caps or that there is any material amendment to the terms of the Condition Precedent as prescribed Comprehensive Services Framework Agreement. Xx. Xx Xxxx, Mr. Xxx Xxxx, Xx. Xx Xxxxxxx and Xx. Xxxx Xxxxxxxx were considered to have material interests in the transactions contemplated under the Comprehensive Services Framework Agreement, Agreement by virtue of being employed by GRGC and had thus abstained from voting on the Company and ISM entered into the Bond Subscription Agreement on 30 July 2013, the particulars of which are set out below. Date Board resolutions in respect of the Bond 30 July 2013 Subscription Agreement Parties to foregoing transaction. Save as disclosed above, none of the subscription (1) Biostime International Investment Limited (“Biostime Investment”), a limited liability company incorporated Directors has material interest in the British Virgin Islands and a directly wholly- owned subsidiary of the Company (2) ISM Bond issue and Bond ISM undertakes to issue 17,477,075 Bonds in three separate Subscription tranches: – Tranche A: 5,825,692 Bonds of a nominal value of EUR1 (approximately HK$10.2855) per Bond on 1 August 2013; – Tranche B: 5,825,692 Bonds of a nominal value of EUR1 (approximately HK$10.2855) per Bond on 1 January 2014; and – Tranche C: 5,825,691 Bonds of a nominal value of EUR1 (approximately HK$10.2855) per Bond on 1 July 2014. Subject to fulfillment of relevant conditions precedent (see below) as specified in the Bond Subscription Agreement, as well as compliance by ISM of the terms and conditions of the Bond Subscription Agreement, Biostime Investment agrees to subscribe to the abovementioned three tranches of Bonds, and to pay the corresponding price on the corresponding date of issuance of relevant tranche (each an “Issuance Date”). Conditions precedent The subscription of each tranche of the Bonds by Biostime Investment is subject to below conditions precedent:Continuing Connected Transactions.

LISTING RULES IMPLICATION. Pursuant to The GRGC is the Framework Agreement, Biostime Pharma subscribed for largest Shareholder of the Company and ISM issued the Subscription Shares, representing 20owns an aggregate of 37.12% of the total issued share capital of ISM as enlarged by the issuance Company. The CRC is the de facto controller of the Subscription Shares at an aggregate subscription price GRGC. Pursuant to the Proposal and the Reply, the corporate function together with the underlying assets, liabilities and personnel of EUR2,522,925 on 2 July 2013the Former MOR are transferred to the CRC. Upon satisfaction the completion of all the necessary formalities and procedures in connection with the Reform, the CRC will be regarded as a connected person of the Condition Precedent as prescribed Company under the Listing Rules from 1 January 2017, and the transactions between the CRC Group Companies and the Group Companies under the Comprehensive Services Framework Agreement will constitute continuing connected transactions of the Company under the Listing Rules. As one or more of the applicable Percentage Ratios in respect of the Framework AgreementContinuing Connected Transactions exceed 5%, the Continuing Connected Transactions will constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules, and ISM entered into the Bond Subscription Agreement on 30 July 2013. As the Share Subscription and Bond Subscription are both related be subject to the Proposed Projectreporting, entered into by relevant members of the Group with the same partyannual review, the Board considers that it is appropriate announcement and Independent Shareholders’ approval requirement pursuant to aggregate the Share Subscription and the Bond Subscription for the purpose of determining the relevant percentage ratios under Rules 14.15(2) and 14.22 Chapter 14A of the Listing Rules. As certain aggregate applicable percentage ratios The Directors (as defined excluding the independent non-executive Directors whose views will be given after taking into account the advice from the IFA) consider that the Comprehensive Services Framework Agreement is entered into in the Listing Rules) are more usual and ordinary course of business of the Group, is negotiated on an arm’s length basis and on normal commercial terms or on terms no less favorable than 5% but all of them are less than 25%, the Framework Agreement, the Bond Subscription Agreement those available to or from independent third parties under prevailing local market conditions. The Continuing Connected Transactions and the transactions contemplated thereunder constitute discloseable transactions for Proposed Annual Caps are fair and reasonable and in the Company and are subject to the notification and announcement requirements set out in Chapter 14 of the Listing Rules. Reference is made to the announcement of the Biostime International Holding Limited (the “Company”, together with its subsidiaries, the “Group”) dated 2 July 2013 (the “Announcement”) in relation to the Framework Agreement between certain members interests of the Group and ISMthe Shareholders as a whole. Unless otherwise defined in this announcement, capitalized terms used in this announcement shall have The Company will comply with the same meanings ascribed to them relevant provisions under Chapter 14A of the Listing Rules in the Announcement. THE BOND SUBSCRIPTION AGREEMENT Upon satisfaction event that the aggregate service fees under the Comprehensive Services Framework Agreement shall exceed the Proposed Annual Caps or that there is any material amendment to the terms of the Condition Precedent as prescribed Comprehensive Services Framework Agreement. Xx. Xx Xxxx, Mr. Sun Jing, Xx. Xx Zhiming and Xx. Xxxx Xxxxxxxx were considered to have material interests in the transactions contemplated under the Comprehensive Services Framework Agreement, Agreement by virtue of being employed by GRGC and had thus abstained from voting on the Company and ISM entered into the Bond Subscription Agreement on 30 July 2013, the particulars of which are set out below. Date Board resolutions in respect of the Bond 30 July 2013 Subscription Agreement Parties to foregoing transaction. Save as disclosed above, none of the subscription (1) Biostime International Investment Limited (“Biostime Investment”), a limited liability company incorporated Directors has material interest in the British Virgin Islands and a directly wholly- owned subsidiary of the Company (2) ISM Bond issue and Bond ISM undertakes to issue 17,477,075 Bonds in three separate Subscription tranches: – Tranche A: 5,825,692 Bonds of a nominal value of EUR1 (approximately HK$10.2855) per Bond on 1 August 2013; – Tranche B: 5,825,692 Bonds of a nominal value of EUR1 (approximately HK$10.2855) per Bond on 1 January 2014; and – Tranche C: 5,825,691 Bonds of a nominal value of EUR1 (approximately HK$10.2855) per Bond on 1 July 2014. Subject to fulfillment of relevant conditions precedent (see below) as specified in the Bond Subscription Agreement, as well as compliance by ISM of the terms and conditions of the Bond Subscription Agreement, Biostime Investment agrees to subscribe to the abovementioned three tranches of Bonds, and to pay the corresponding price on the corresponding date of issuance of relevant tranche (each an “Issuance Date”). Conditions precedent The subscription of each tranche of the Bonds by Biostime Investment is subject to below conditions precedent:Continuing Connected Transactions.