Golden Meditech : JOINT ANNOUNCEMENT - VOLUNTARY CONDITIONAL CASH OFFERS BY CHINA MINSHENG BANKING CORP., LTD. FOR AND ON BEHALF OF THE OFFEROR TO ACQUIRE ALL OF THE ISSUED SHARES, ALL OUTSTANDING CONVERTIBLE NOTES AND TO CANCEL ALL OUTSTANDING SHARE OPTIONS OF GOLDEN MEDITECH HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY THE OFFEROR AND ITS CONCERT PARTIES)

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

This joint announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of Golden Meditech Holdings Limited.

MAGNUM OPUS 3 INTERNATIONAL HOLDINGS LIMITED

(Incorporated in the British Virgin Islands with limited liability)

GOLDEN MEDITECH HOLDINGS LIMITED

金 衛 醫 療 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00801) JOINT ANNOUNCEMENT VOLUNTARY CONDITIONAL CASH OFFERS BY CHINA MINSHENG BANKING CORP., LTD. FOR AND ON BEHALF OF THE OFFEROR TO ACQUIRE ALL OF THE ISSUED SHARES, ALL OUTSTANDING CONVERTIBLE NOTES AND TO CANCEL ALL OUTSTANDING SHARE OPTIONS OF GOLDEN MEDITECH HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY THE OFFEROR AND ITS CONCERT PARTIES) Financial adviser to Magnum Opus 3 International Holdings Limited VOLUNTARY CONDITIONAL CASH OFFERS

The Offeror and the Company jointly announce that China Minsheng will, for and on behalf of the Offeror, make the Share Offer, the Option Offer and the Convertible Notes Offer.

The Offers will be made by China Minsheng for and on behalf of the Offeror, on the following basis:

The Share Offer

For each Share ........................................... HK$1.25 in cash

The Convertible Notes Offer

For every US$100,000 face value of the

Convertible Notes .................................. HK$880,681.82 in cash

The Option Offer

For cancellation of each Share Option ..................... HK$0.001 in cash

As at the date of this joint announcement, there are 2,966,139,704 Shares in issue of which 90,076,736 Shares are represented by the TDRs listed on the Taiwan Stock Exchange, and the Offeror and its Concert Parties collectively hold a total of 1,118,269,526 Shares, representing approximately 37.70% of the issued share capital of the Company.

As at the date of this joint announcement, there are outstanding Convertible Notes in the principal amount of US$20,000,000 (equivalent to approximately HK$155,000,000) which carry rights to convert into 140,909,091 new Shares in full based on the existing conversion price of HK$1.10 per Share, and none of the Offeror and its Concert Parties has any interest in the Convertible Notes.

As at the date of this joint announcement, there are 26,215,958 outstanding Share Options (corresponding to 26,215,958 new Shares), and the Offeror and its Concert Parties collectively hold a total of 2,197,530 Share Options (corresponding to 2,197,530 new Shares). The Offeror and its Concert Parties have no intention of exercising the Share Options held by them up to the close of the Option Offer.

Assuming that (i) all of the Share Options and the conversion rights attaching to the Convertible Notes are exercised in full prior to the close of the Offers; and (ii) there is no other change in the issued share capital of the Company up to the close of the Offers, there will be a total of 2,012,797,697 Shares (representing the Shares not already held or to be acquired by the Offeror and its Concert Parties, including an aggregate of 164,927,519 new Shares to be issued upon exercise in full of the Share Options and the conversion rights attaching to the Convertible Notes), hence the maximum cash consideration payable by the Offeror under the Share Offer would amount to approximately HK$2,515,997,130.

Condition to the Offers

The Share Offer is conditional upon valid acceptances of the Offers having been received (and not, where permitted, withdrawn) by 4:00 p.m. on the Closing Date (or such later time or date as the Offeror may, subject to the Code, decide) in respect of such number of Shares which, together with the Shares acquired or agreed to be acquired before or during the Offers, would result in the Offeror and its Concert Parties holding more than 50% of the voting rights in the Company on a fully-diluted basis (after taking into account the new Shares that will be issued upon any exercise of the outstanding Share Options and conversion of the outstanding Convertible Notes by the Convertible Noteholders, including those to be acquired through the Convertible Notes Offer).

The Convertible Notes Offer and the Option Offer are conditional upon the Share Offer becoming or being declared unconditional in all respects.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee comprising (i) all the non-executive Directors, namely Ms. Zheng Ting and Mr. Gao Yue; and (ii) all the independent non-executive Directors, namely Prof. Cao Gang, Mr. Feng Wen, Prof. Gu Qiao and Mr. Daniel Foa, has been established for the purpose of making a recommendation to the Independent Shareholders, Independent Optionholders and Convertible Noteholders as to whether the Offers are fair and reasonable and as to acceptance. The Independent Financial Adviser will be appointed to advise the Independent Board Committee in this regard. Further announcement will be made upon the appointment of the Independent Financial Adviser.

COMPOSITE DOCUMENT

It is the intention of the Offeror and the Board that the offer document and the offeree board circular be combined in a composite offer document. It is expected that the Composite Document containing, among other things, (i) further details of the Offers; (ii) the recommendation from the Independent Board Committee in respect of the Offers; (iii) the letter from the Independent Financial Adviser in respect of the Offers; and (iv) the relevant forms of acceptance, will be despatched to Independent Shareholders, Independent Optionholders and Convertible Noteholders within 21 days of the date of this joint announcement.

WARNING: INDEPENDENT SHAREHOLDERS, INDEPENDENT OPTIONHOLDERS, CONVERTIBLE NOTEHOLDERS AND/OR POTENTIAL INVESTORS OF THE COMPANY SHOULD NOTE THAT THE SHARE OFFER IS SUBJECT TO THE SATISFACTION OF THE CONDITION, AND THE OPTION OFFER AND CONVERTIBLE NOTES OFFER ARE SUBJECT TO, AND CONDITIONAL UPON, THE SHARE OFFER BECOMING OR BEING DECLARED UNCONDITIONAL IN ALL RESPECTS. ACCORDINGLY THE OFFERS MAY OR MAY NOT BECOME UNCONDITIONAL. INDEPENDENT SHAREHOLDERS, INDEPENDENT OPTIONHOLDERS, CONVERTIBLE NOTEHOLDERS AND/OR POTENTIAL INVESTORS OF THE COMPANY SHOULD THEREFORE EXERCISE CAUTION WHEN DEALING IN THE SECURITIES OF THE COMPANY (INCLUDING THE SHARES, CONVERTIBLE NOTES AND OPTIONS OR ANY RIGHTS IN RESPECT OF THEM). PERSONS WHO ARE IN DOUBT AS TO THE ACTION THEY SHOULD TAKE SHOULD CONSULT THEIR PROFESSIONAL ADVISERS. INTRODUCTION

The Offeror and the Company jointly announce that China Minsheng will, for and on behalf of the Offeror, make the Share Offer, the Option Offer and the Convertible Notes Offer.

The Offers are subject to the fulfillment of the Condition as set out in this joint announcement.