Biostime International Holdings Limited proposed to conduct an international offering of the Senior Notes. The Senior Notes will be issued as additional notes under the Indenture and will form part of the same series as the Original Notes. The Senior Notes will be guaranteed by the Subsidiary Guarantors. The Senior Notes will have the same terms as those of the Original Notes and will be treated as a single class together with the Original Notes and will be fully fungible upon issuance. The Senior Notes will only be offered and sold in an institutional offering to qualified institutional buyers in the United States in reliance on Rule 144A under the U.S. Securities Act and outside the United States in reliance on Regulation S. Goldman Sachs has been appointed as the sole global coordinator, sole lead manager and sole bookrunner in respect of the Proposed Senior Notes Offering. The company, the subsidiary guarantors and Goldman Sachs are expected to enter into the purchase agreement and other ancillary documents in relation to the Senior Notes. The Senior Notes and the Subsidiary Guarantees have not been and will not be registered under the U.S. Securities Act or any state securities laws and are being offered and sold only to (i) ‘qualified institutional buyers’ (as defined in Rule 144A under the U.S. Securities Act) (‘QIBs’) in compliance with Rule 144A and (ii) non-U.S. persons outside the United States in offshore transactions in reliance on Regulation S. None of the Senior Notes or the Subsidiary Guarantees will be offered to the public in Hong Kong and none of the Senior Notes will be placed to any connected persons of the company. In connection with the Proposed Senior Notes Offering, the company will provide certain institutional investors with recent corporate and financial information regarding the group, which may not necessarily have been made public. The company intends to use the net proceeds of the Proposed Senior Notes Offering, together with cash on hand, to fund the Swisse Minority Acquisition. Approval in-principle has been received for the listing and quotation of the Senior Notes on the Official List of the SGX-ST. Such approval in-principle is not to be taken as an indication of the merits of the company, its subsidiaries, or the Senior Notes. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained herein. No listing of the Senior Notes has been, or will be, sought in Hong Kong.