Common use of THE HONG KONG CODE ON TAKEOVERS AND MERGERS Clause in Contracts

THE HONG KONG CODE ON TAKEOVERS AND MERGERS. If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code. According to the register maintained by the Company pursuant to Section 336 of the SFO, as at the Latest Practicable Date, the following interests in the Shares and underlying Shares were recorded: Approximate percentage of issued share Bio Garden (1) Beneficial owner 1,118,269,526 (5) 37.70% 41.89% ▇▇. ▇▇▇(2) Founder of trusts 1,118,269,526 (5) 37.70% 41.89% Beneficial owner 2,197,530 (6) 0.07% 0.08% Magic Master Interest of controlled 1,118,269,526 (5) 37.70% 41.89% Holdings Limited (“Magic Master”)(3) corporation Magic Glory Interest of controlled 1,118,269,526 (5) 37.70% 41.89% Holdings Limited (“Magic Glory”)(3) corporation Credit Suisse Trust Trustee 1,118,269,526 (5) 37.70% 41.89% Limited(3) Fiducia Suisse SA (Formerly known as Trustee 1,118,269,526 (5) 37.70% 41.89% KF Suisse SA)(4) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ Interest of controlled 1,118,269,526 (5) 37.70% 41.89% ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇(4) corporation ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇ Hill(4) Interest of children under 18 or spouse 1,118,269,526 (5) 37.70% 41.89% Ms. ▇▇▇ ▇▇▇▇(7) Interest of controlled 297,001,627 10.01% 11.13% corporation Atlantis Capital Holdings Limited(7) Interest of controlled corporation 297,001,627 10.01% 11.13% Atlantis Investment Management (Hong Kong) Limited (“Atlantis”)(7) Beneficial owner 297,001,627 10.01% 11.13% Investment manager 181,433,583 6.12% 6.80% Interest of controlled 159,735,105 5.39% 5.98% Riverwood Asset Management (Cayman) Ltd. (“Riverwood”)(7) New Horizon Capital Partners III Limited (“NH Partners”)(8) corporation New Horizon Capital Interest of controlled 159,735,105 5.39% 5.98% III, L.P. (“NH Capital”)(8) corporation Hope Sky Beneficial owner 159,735,105 5.39% 5.98% Investments Limited (“Hope Sky”) (8) (1) Bio Garden is an investment holding company incorporated in the British Virgin Islands (“BVI”). It was wholly-owned by certain discretionary trusts of which ▇▇. ▇▇▇, an executive Director and chairman of the Company, was the founder. ▇▇. ▇▇▇ is also the sole director of Bio Garden. (2) ▇▇. ▇▇▇ was deemed under the SFO to have an interest in the Bio Garden Shares by virtue of his being the founder of certain discretionary trusts which owned the entire issued share capital of Bio Garden.

THE HONG KONG CODE ON TAKEOVERS AND MERGERS. If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code. According to the register maintained by the Company pursuant to Section 336 of the SFO, as at the Latest Practicable Date, the following interests in the Shares and underlying Shares were recorded: Approximate percentage of issued share Bio Garden Inc. (1“Bio Garden”)(1) Beneficial owner 1,118,269,526 (51,118,269,526(5) 37.70% 41.89% ▇▇. ▇▇▇ ▇▇▇▇ (“▇▇. ▇▇▇”)(2) Founder of trusts 1,118,269,526 (51,118,269,526(5) 37.70% 41.89% Beneficial owner 2,197,530 (6) 0.07% 0.08% Magic Master Interest of controlled 1,118,269,526 (5) 37.70968,774,034 32.66% 41.8936.29% corporation Magic Master Holdings Limited (“Magic Master”)(3) corporation Magic Glory Interest of controlled 1,118,269,526 (5corporation 1,118,269,526(5) 37.70% 41.89% Magic Glory Holdings Limited (“Magic Glory”)(3) Interest of controlled corporation 1,118,269,526(5) 37.70% 41.89% Credit Suisse Trust Trustee 1,118,269,526 (51,118,269,526(5) 37.70% 41.89% Limited(3) Fiducia Suisse SA (Formerly known as Trustee 1,118,269,526 (51,118,269,526(5) 37.70% 41.89% (Formerly known as “KF Suisse SA)(4SA”)(4) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ Interest of controlled 1,118,269,526 (5) 37.70% 41.89% ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇(4) Interest of controlled corporation 1,118,269,526(5) 37.70% 41.89% ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇ Hill(4) Interest of children under 18 or spouse 1,118,269,526 (51,118,269,526(5) 37.70% 41.89% Magnum Opus 3 International Holdings Limited (“Magnum 3”)(6) Beneficial owner 968,774,034 32.66% 36.29% Ms. ▇▇▇ ▇▇▇▇(7) Interest of controlled 297,001,627 10.01corporation 295,200,701 9.95% 11.1311.06% corporation Atlantis Capital Holdings Limited(7) Interest of controlled corporation 297,001,627 10.01295,200,701 9.95% 11.1311.06% Atlantis Investment Management (Hong Kong) Limited (“Atlantis”)(7) Beneficial owner 297,001,627 10.01295,200,701 9.95% 11.13% Investment manager 181,433,583 6.12% 6.80% Interest of controlled 159,735,105 5.39% 5.9811.06% Riverwood Asset Management (Cayman) Ltd. (“Riverwood”)(7) New Horizon Capital Partners III Limited (“NH Partners”)(8) corporation New Horizon Capital Interest of controlled 159,735,105 5.39Investment manager 205,000,325 6.91% 5.98% III, L.P. (“NH Capital”)(8) corporation Hope Sky Beneficial owner 159,735,105 5.39% 5.98% Investments Limited (“Hope Sky”) (8)7.68% (1) Bio Garden is an investment holding company incorporated in the British Virgin Islands (“BVI”). It was wholly-owned by certain discretionary trusts of which ▇▇. ▇▇▇, an executive Director and chairman of the Company, was the founder. ▇▇. ▇▇▇ is also the sole director of Bio Garden. (2) ▇▇. ▇▇▇ was deemed under the SFO to have an interest in the (i) 1,118,269,526 Shares which Bio Garden Shares was interested in as at the Latest Practicable Date (the “Bio Garden Shares”) by virtue of his being the founder of certain discretionary trusts which owned the entire issued share capital of Bio Garden and (ii) 968,774,034 Shares which Magnum 3 was interested in as at the Latest Practicable Date by virtue of him owning 100% voting ordinary shares of Magnum 3. (3) The corporate substantial shareholder notice filed by Credit Suisse Trust Limited indicated that Gold Rich Investment Limited (“Gold Rich”) and Gold View Investment Limited (“Gold View”) had, in aggregate, a 36% interest in Bio Garden which was interested in the Bio Garden Shares. Gold Rich and Gold View were wholly-owned by Magic Master and Magic Glory, respectively. Each of Magic Master and Magic Glory was indirectly wholly-owned by Credit Suisse Trust Limited as trustee of certain discretionary trusts referred to in (1) above. Accordingly, each of Magic Master, Magic Glory and Credit Suisse Trust Limited was deemed, under the SFO, to have an interest in the Bio Garden Shares. (4) The corporate substantial shareholder notice filed by Fiducia Suisse SA indicated that it had a 64% interest in Bio Garden. Fiducia Suisse SA is a trustee of certain discretionary trusts as referred to in (1) above. Accordingly, Fiducia Suisse SA was deemed, under the SFO, to have an interest in the Bio Garden Shares. Fiducia Suisse SA was wholly-owned by ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇ Hill (being the spouse of ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇) were deemed, under the SFO, to have an interest in the Bio Garden Shares which Fiducia Suisse SA was interested in. (5) These interests represent the same block of Shares. (6) Magnum 3 is an investment holding company incorporated in BVI, which (i) is 100% owned as to its voting ordinary shares by ▇▇. ▇▇▇ and (ii) has issued non-voting convertible and non-convertible preferred shares to Qin Wall Investment Holdings Limited. ▇▇. ▇▇▇ is also one of the directors of Magnum 3. (7) Atlantis is a limited liability company incorporated in Hong Kong, which was wholly-owned by Atlantis Capital Holdings Limited. Ms. ▇▇▇ ▇▇▇▇ has 100% indirect interest in Atlantis Capital Holdings Limited and she is a controller who held a 100% direct interest in Riverwood.