CORDLIFE GROUP LIMITED (Company Registration No.: E) (Incorporated in the Republic of Singapore) ACQUISITION OF SHARES IN STEMLIFE BERHAD

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1 CORDLIFE GROUP LIMITED (Company Registration No.: E) (Incorporated in the Republic of Singapore) ACQUISITION OF SHARES IN STEMLIFE BERHAD 1. INTRODUCTION Cordlife Group Limited (the "Company" and together with its subsidiaries, the "Group") has today acquired 3,000,000 ordinary shares of RM0.10 each (each, a "StemLife Share") in StemLife Berhad ("StemLife"), representing approximately 1.21% of the issued and paid-up capital of StemLife, a company incorporated in Malaysia and listed on the ACE Market of Bursa Malaysia Securities Berhad ("Bursa Securities"), for a total cash consideration of RM1,350,000 (approximately S$441,176) or RM0.45 (approximately S$0.15) per StemLife Share, via a direct business transaction (the "Acquisition"). The Board of Directors of the Company wishes to announce that as a result of the Acquisition, the Company's shareholding interest in StemLife has increased from approximately 31.81% to approximately 33.03% of the issued and paid-up capital of StemLife. Pursuant to the Malaysian Code on Take-Overs and Mergers, 2010 (the "Malaysian Take-Over Code") and the Capital Markets and Services Act, 2007, of Malaysia (the "CMSA"), the Company is obliged to extend a take-over offer (the "Offer", and together with the Acquisition, the "Transaction") to acquire all the remaining StemLife Shares not already owned by the Company (the "Offer Shares"). The Company does not consider any person to be acting in concert with it for purposes of the Offer in accordance with the CMSA. 2. DETAILS OF THE OFFER In accordance with the Malaysian Take-Over Code, the Company has, through Maybank Investment Bank Berhad, served a notice of conditional mandatory take-over offer on the board of directors of StemLife to acquire the Offer Shares at the cash offer price of RM0.45 per Offer Share (subject to the adjustments as set out in paragraph 2.1 below, where applicable). A copy of the notice of conditional mandatory take-over offer dated 12 November 2015 ("Notice") is set out in the Schedule to this Announcement. References to the Offer and its terms and conditions in this Announcement should be read together with, and are subject to, the Notice. The document outlining the terms and conditions of the Offer together with an accompanying form of acceptance and transfer (the "Offer Document") will be posted to shareholders of StemLife in due course. 2.1 Offer Price The consideration for the Offer Shares shall be RM0.45 per Offer Share (the "Offer Price"), which is equivalent to the price paid by the Company per StemLife Share for the Acquisition. The aggregate consideration for the Offer based on the Offer Price is approximately RM74.6 million (approximately S$24.4 million). If StemLife declares, makes or pays any dividend and/or other distribution after the service of the Notice but prior to the closing date of the Offer and the relevant holder of the Offer Shares is entitled to retain such dividend and/or distribution, the

2 Offer Price shall be reduced by the amount equivalent to such net dividend and/or distribution per StemLife Share which such holder of the Offer Shares is entitled to. The Offer Price represents a premium to the following market prices of StemLife Shares: Share Price (RM) Premium (RM) % (a) (b) (c) (d) (e) Last trading price of StemLife Shares as at 11 November 2015, being the last full trading day prior to the service of this Notice ("Last Trading Day") 5-day volume weighted average market price ("VWAMP") of StemLife Shares up to and including the Last Trading Day 1-month VWAMP of StemLife Shares up to and including the Last Trading Day 3-month VWAMP of StemLife Shares up to and including the Last Trading Day 6-month VWAMP of StemLife Shares up to and including the Last Trading Day (Source: Bloomberg) The Offer Price for the Offer will be settled fully in cash, and will be funded from the cash reserves of the Company. The Company will not be taking up additional debt or carrying out additional fund raising to finance the Offer and the Offer will not have any impact on the Company's gearing. 2.2 Condition of the Offer The Offer is conditional upon the Company having received valid acceptances in respect of the Offer Shares (on or before the closing date of the Offer, and provided that such acceptances are not, where permitted, subsequently withdrawn) which would result in the Company holding, together with such StemLife Shares that are already acquired, held or entitled to be acquired or held by the Company, if any, more than 50% of voting shares or voting rights of StemLife. 2.3 Offer Duration/Timetable Under the Malaysian Take-Over Code: (a) (b) (c) the Offer Document will be posted (the "Posting Date") not later than 21 days from the date of the Notice or any extended period that may be approved or permitted by the Securities Commission of Malaysia ("SC"). The Offer will be open for acceptances until 5 p.m. (Malaysian time) for a period of not less than 21 days from the Posting Date or such later date as may be announced unless the Company withdraws the Offer with the SC's written approval and in such event, every person is released from any obligations incurred under the Offer. If the Offer is revised after the Posting Date, it will remain open for acceptances for at least 14 days from the date of posting of the written notification of the revision. 2

3 (d) The Offer shall lapse if the condition set out in paragraph 2.2(a) is not fulfilled by 5 p.m. (Malaysian time) on the 60th day from the Posting Date. The Company does not intend to maintain the listing status of StemLife if StemLife does not comply with the public spread requirement of Bursa Securities as a result of acceptances received pursuant to the Offer and does not intend to address any shortfall to meet the public spread requirement. If the Company receives acceptances of not less than nine-tenths in the nominal value of the Offer Shares (excluding StemLife Shares already held at the date of the Offer by the Company), the Company intends to invoke the provisions of Section 222 of the CMSA to compulsorily acquire any outstanding Offer Shares for which valid acceptances have not been received pursuant to the Offer, and necessary steps will be taken to de-list StemLife from the Official List of Bursa Securities. The Company will announce updates of the material milestones of the Offer at the relevant time. 3. INFORMATION ON STEMLIFE Based on publicly available information, StemLife is a company incorporated in Malaysia in 2001 and listed on the ACE Market of Bursa Securities. It is the first stem cell banking company in Malaysia, is a fully licensed cord blood banking facility with the Ministry of Health Malaysia and is the first cord blood banking company in Malaysia to provide umbilical cord blood-derived stem cells for transplantation in paediatric leukaemia and adult stem cells for use in treatment of blood-related disorders, foot ulcers and sports and trauma injuries. StemLife offers stem cell banking services for immediate or future use to expecting parents who wish to store their baby's umbilical cord blood, and to individuals who wish to store their own adult stem cells. StemLife operates its own 24-hour processing, testing and cryopreservation facility in central Kuala Lumpur. 4. RATIONALE FOR THE OFFER The Company had at the time of its initial investment into StemLife in October and December 2013 identified many potential synergies between the Group's business and the business of StemLife including economies of scale and scope in StemLife's service and product offerings in Malaysia. The Company intends to obtain greater control of StemLife and thereby enable full synergies between the Company and StemLife so as to allow the Company to achieve higher earnings as a result of increasing its penetration in the Malaysian market and greater cost savings from fully integrating and streamlining the operations in Malaysia. In addition, greater control of StemLife would allow the Group the flexibility to plan and execute long term strategy for its operations in Malaysia. 5. OTHER FINANCIAL INFORMATION The market value of all the Offer Shares calculated based on the VWAMP of approximately RM0.42 per StemLife Share for all the trades done on the Last Trading Day, is approximately RM69.6 million (approximately S$22.8 million). Based on the unaudited consolidated financial statements of StemLife and its subsidiary and associated companies (the "StemLife Group") for the third financial quarter ended 30 3

4 September 2015 ("3Q2015"), StemLife earned RM4,748,000 (approximately S$1,552,000) in revenues for 3Q2015 and reported RM1,153,000 (approximately S$377,000) in net profit before income tax, minority interests and extraordinary items for 3Q2015, with RM25,381,000 (approximately S$8,294,000) in net assets attributable to owners of StemLife as at the end of 3Q2015. No separate valuation was conducted on the assets of StemLife for the purposes of the Offer. 6. FINANCIAL EFFECTS OF THE TRANSACTION The financial effects of the Transaction as presented herein: (a) (b) (c) (d) (e) (f) are based on the pro forma audited consolidated financial statements of the Group for the financial year ended 30 June 2015 ("FY2015"); are purely for illustrative purposes only and do not reflect a projection of the actual future financial performance or position of the Group after the Transaction; assume that the Offer is completed, in respect of the pro forma statement of profit and loss of the Group on 1 July 2014, and in respect of the pro forma statement of financial position of the Group on 30 June 2015; all holders of the Offer Shares validly accept the Offer; the Company holds 100 percent of the StemLife Shares as a result of the Offer; and have not taken into account the impact of purchase price accounting and any goodwill that may arise from the Transaction. 6.1 Net Tangible Assets ("NTA") On the bases and assumptions set out above, the pro forma effect of the Transaction on the NTA per share of the Group is as follows: Before the Transaction After the Transaction Consolidated NTA of the Group (S$'000) 159, ,256 NTA per share (Singapore cents) 1 Note: (1) Based on 259,297,354 ordinary shares of the Company in issue, excluding 8,228,000 treasury shares as at 30 June

5 6.2 Earnings Per Share ("EPS") On the bases and assumptions set out above, the pro forma effect of the Transaction on the EPS of the Group is as follows: Before the Transaction After the Transaction Profit attributable to shareholders of the Company for FY2015 (S$'000) 32,460 35,257 EPS (Singapore cents) Note: (1) Based on 260,042,981 weighted average number of ordinary shares of the Company in issue for FY RELATIVE FIGURES UNDER CHAPTER 10 OF THE LISTING MANUAL The relative figures for the Transaction under Rule 1006 of the Listing Manual of the Singapore Exchange Securities Trading Limited (the "Listing Manual") computed below are based on the pro forma audited consolidated financial statements of the Group for FY2015 and assumes that the Company acquires all the StemLife Shares subject to the Transaction (the "Transaction Shares"). Listing Rule Bases Transaction Shares (S$) Group (S$) Relative Figures 1006(a) 1006(b) 1006(c) 1006(d) 1006(e) The net asset value of the assets to be disposed of, compared with the Group's net asset value The net profit attributable to the Transaction Shares (after adjustment)*, compared with the Group's net profit The aggregate value of the consideration for the Transaction Shares, compared with the Group's market capitalisation The number of equity securities issued by the Company as consideration for the Transaction Shares, compared with the number of equity securities of the Company previously in issue The aggregate volume or amount of proven and probable reserves to be disposed of, compared with the aggregate of the Group's proven and probable reserves. Not applicable 150, ,268, % 24,817, ,830, % Not applicable Not applicable 5

6 This basis is applicable to a disposal of mineral, oil or gas assets by a mineral, oil and gas company, but not to an acquisition of such assets * Adjusted to add back two one-off items, namely a write-off of a service retainer amounting to RM2,400,000 and provision for contingent liabilities amounting to RM500,000. The service retainer was given to two employees for a three-year term. When the two employees left before the end of such three-year term, StemLife wrote-off the balance of the service retainer. The provision for contingent liabilities amounting to RM500,000 was made by StemLife in relation to benefits provided to its customers for transplant expenses or cost of acquisition of a matched cord blood or bone marrow stem cell unit. Notes: (1) Adjusted to add back two one-off items, namely a write-off of a service retainer amounting to RM2,400,000 and provision for contingent liabilities amounting to RM500,000 (total of approximately S$947,712). (2) Based on the latest announced consolidated financial statements of the Group for FY2015. (3) Based on the proposed consideration of RM0.45 each for the Offer Shares, amounting to approximately RM74.6 million (approximately S$24.4 million) and a total cash consideration of RM1,350,000 (approximately S$441,176) for the Acquisition. (4) Based on the volume weighted average price of S$1.38 per ordinary share of the Company as at 12 November 2015 for 259,297,354 ordinary shares of the Company, excluding 8,228,000 treasury shares. Based on the above, the Transaction constitutes a "discloseable transaction" under Chapter 10 of the Listing Manual as none of the relative figures under Rule 1006 exceed 20%. Accordingly, approval of the Shareholders at an extraordinary general meeting is not required. 8. INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS Dr Ho Choon Hou and Mr Yee Pinh Jeremy, who are directors of the Company, are also directors of StemLife. Save as disclosed, the Company is not aware of any of its directors and controlling shareholders having any direct and indirect interest in the Transaction. No person is proposed to be appointed as a director of the Company in connection with the Transaction. Accordingly, no service contract is proposed to be entered into between the Company and any such person. By Order of the Board CORDLIFE GROUP LIMITED Yee Pinh Jeremy Executive Director and Chief Executive Officer 12 November 2015 Note: Unless otherwise stated, the exchange rate used in this Announcement is based on RM3.06: S$

7 THE SCHEDULE 7

CORDLIFE GROUP LIMITED (Company Registration No.: E) (Incorporated in the Republic of Singapore) ACQUISITION OF SHARES IN STEMLIFE BERHAD

CORDLIFE GROUP LIMITED (Company Registration No.: 200102883E) (Incorporated in the Republic of Singapore) ACQUISITION OF SHARES IN STEMLIFE BERHAD 1. INTRODUCTION The Board of Directors ("Board") of Cordlife