If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. ¨
* The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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CUSIP No. 15117P102
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SCHEDULE 13D/A
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Page 2 of 5 Pages
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1
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NAME OF REPORTING PERSON
Hillhouse Capital Advisors, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
235,214 shares of Common Stock**
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
235,214 shares of Common Stock**
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
235,214 shares of Common Stock**
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
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14
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TYPE OF REPORTING PERSON
IA
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** See Item 5.
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CUSIP No. 15117P102
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SCHEDULE 13D/A
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Page 3 of 5 Pages
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This Amendment No. 3 ("Amendment No. 3") amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on November 12, 2019 (the "Original Schedule 13D"), Amendment No.1 filed with the SEC on January 30, 2020 ("Amendment No. 1") and Amendment No. 2 filed with the SEC on February 21, 2020 ("Amendment No. 2," and together with the Original Schedule 13D, Amendment No. 1 and this Amendment No. 3, the "Schedule 13D") with respect to the common stock, par value $0.001 per share (the "Common Stock") of Cellular Biomedicine Group, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Original Schedule 13D, Amendment No. 1 or Amendment No. 2. This Amendment No. 3 amends Items 4, 5, 6 and 7 as set forth below.
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Item 4.
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Purpose of Transaction
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Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
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On March 30, 2020, the Consortium
Agreement was amended (the "Consortium Agreement Amendment No. 1") to add Velvet Investment Pte. Ltd. ("GIC")
and Casdin Partners Master Fund, L.P. ("Casdin Capital" and together with GIC, the "New Members")
to the Buyer Consortium and to remove Maplebrook from the Buyer Consortium by terminating the Consortium Agreement with respect
to Maplebrook.
The Consortium Agreement Amendment No. 1 was entered into by and
among Dangdai, Mission Right, Mr. Pan, OPEA, Mr. Zhou, Wealth Map, Earls Mill and the New Members (all of the foregoing collectively,
the "Additional Consortium Members"), Maplebrook and the Initial Consortium Members.
For the purposes of the Schedule 13D, and where the context so provides,
all references to the "Buyer Consortium" shall be deemed to include the New Members and shall no longer include Maplebrook.
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References to Consortium Agreement Amendment No. 1 in this Amendment No. 3 are qualified in their entirety by reference to Consortium Agreement Amendment No. 1 attached hereto as Exhibit 6 and is incorporated herein by reference in its entirety.
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Item 5.
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Interest
in Securities of the Issuer
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Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
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(a)
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See rows (11) and (13) of the cover pages to this Amendment No. 3 for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by the Reporting Person. The percentage used in this Amendment No. 3 is calculated based upon an aggregate of 19,355,292 shares of Common Stock outstanding as of February 24, 2020 as disclosed in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Securities and Exchange Commission on February 28, 2020.
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CUSIP No. 15117P102
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SCHEDULE 13D/A
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Page 4 of 5 Pages
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(b)
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See rows (7) through (10) of the cover pages to this Amendment No. 3 for the number of shares of Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
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Because of the arrangements in the Consortium Agreement (as amended by the Consortium Agreement Amendment No. 1 and as may be further amended, restated, supplemented or modified from time to time) and the Adherence Agreements, the Reporting Person and the other members of the Buyer Consortium that beneficially own Common Stock may be deemed to have formed a "group" for purposes of Section 13(d)(3) of the Act. Collectively, the "group" may be deemed to beneficially own an aggregate of 8,167,957 shares of outstanding Common Stock (including an aggregate of 811,000 shares of Common Stock issuable upon the exercise of options, 47,679 shares of Common Stock issuable upon the vesting of restricted stock units and 358,974 shares of Common Stock issuable upon the conversion of convertible notes held by members of the Buyer Consortium), which represents approximately 39.7% of the total shares of outstanding Common Stock (accounting for all Common Stock that would be outstanding upon exercise of all of the foregoing options, vesting of the foregoing restricted stock units and conversion of the foregoing convertible notes). Neither the filing of the Schedule 13D nor any of its contents, however, shall be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of any shares of Common Stock beneficially owned by any other member of the Buyer Consortium and any of his, her or their respective affiliates for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.
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(c)
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The Reporting Person has not transacted in any shares of Common Stock in the last 60 days.
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(d)
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No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock reported herein.
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(e)
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Not applicable.
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Item 6.
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Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer
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Item 6 of the Schedule 13D is hereby amended and supplemented as
follows:
The Reporting Person's response to Item 4 is incorporated by reference
into this Item 6.
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Item 7.
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Material to be Filed
as Exhibits
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Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
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Exhibit 6
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Amendment No. 1 to
Consortium Agreement, dated March 30, 2020 by and among the Initial Consortium Members, Maplebrook and the Additional
Consortium Members.
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CUSIP No. 15117P102
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SCHEDULE 13D/A
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Page 5 of 5 Pages
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SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, the undersigned certifies that the information set forth in this Amendment No. 3 is true, complete and
correct.
Date: March 30, 2020
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HillHOUSE CAPital Advisors,
LTD.
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/s/ Richard A. Hornung
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Name: Richard A. Hornung
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Title: General Counsel and Chief Compliance Officer
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Amendment No. 1 to Consortium Agreement
This Amendment No. 1 to Consortium
Agreement (this “Amendment”) is entered into on March 30, 2020
BY:
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(a)
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Velvet Investment Pte. Ltd., a company organized and existing under
the Laws of Singapore with its registered address at 168 Robinson Road, #37-01 Capital Tower, Singapore 068912 (“GIC”);
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(b)
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Casdin Partners Master Fund, L.P., an exempted limited partnership
established under the Laws of the Cayman Islands with its registered address at Walkers Corporate Limited, Cayman Corporate Centre,
27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands (“Casdin Capital” and, together with GIC,
each, an “Additional Party” and collectively, the “Additional Parties”); and
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(c)
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Parties listed on Annex A to this Amendment (the “Existing
Parties”).
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RECITALS:
(A) The
Existing Parties are parties to that certain consortium agreement initially dated November 9, 2019 (as may be amended, restated,
supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Consortium Agreement”,
and the Consortium Agreement as of immediately prior to the execution and delivery of this Amendment, the “Original Consortium
Agreement”) and proposed to, among other things, undertake the Transaction (as defined in the Consortium Agreement).
(B) Additional
Parties may be admitted to the Buyer Consortium pursuant to Section 1.4 of the Consortium Agreement.
(C) Each
Additional Party now wishes to participate in the Transaction contemplated under the Consortium Agreement, to sign this Amendment,
and to be bound by the terms of the Consortium Agreement as a Party thereto.
THIS AMENDMENT WITNESSES
as follows:
(a) Capitalized
terms used but not defined herein shall have the meanings set forth in the Original Consortium Agreement.
(b) This
Amendment shall be incorporated into the Consortium Agreement as if expressly incorporated into the Consortium Agreement.
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2.
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Assumption of Obligations
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The Existing
Parties and the Additional Parties hereby acknowledge, confirm and agree that each Additional Party will, with effect from the
date hereof, perform and comply with each of the obligations of a Party as if it had been a Party to the Consortium Agreement at
the date of the initial execution thereof. The Existing Parties and the Additional Parties hereby acknowledge, confirm and agree
that where there is a reference to a “Party” in the Consortium Agreement, it shall be deemed to include a reference
to each Additional Party and with effect from the date hereof, all the rights and benefits of a Party provided under the Consortium
Agreement will be accorded to each
Additional
Party as if it had been a Party under the Consortium Agreement at the date of the initial execution thereof. The amount of Cash
Contribution proposed to be made by each Additional Party, whether such Additional Party would be a “Sponsor” under
the Consortium Agreement and, if yes, the Sponsor Percentage of such Additional Party are set forth in Schedule A hereto.
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3.
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Amendments to the Original Consortium Agreement
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(a) Section
2.2(a) of the Original Consortium Agreement is hereby amended and restated in its entirety as follows:
“(a) The
Parties agree that the Lead Investors shall have the right to engage (including the scope and engagement terms), terminate or change
all joint Advisors to the Buyer Consortium in connection with the Transaction (such joint Advisors to the Buyer Consortium engaged
by the Lead Investors in accordance with this Section 2.2(a), the “Joint
Advisors”). The Parties agree and acknowledge that Kirkland &
Ellis has been jointly selected by the Buyer Consortium as U.S. legal counsel to represent the Buyer Consortium in connection with
the Transaction and shall be a “Joint Advisor” under this Agreement.”
(b) The
Original Consortium Agreement is hereby amended by adding the following paragraph as Section 7.4:
“Section
7.4 Publicity. Notwithstanding anything to the contrary in this Article VII, without the prior written
consent of a Private Party, none of the other Parties or any of his, her or its Affiliates or the Representatives of the foregoing
shall use, publish or reproduce the name of such Private Party or its Affiliates or any similar name, trademark or logo in any
of their announcements, press release, marketing, advertising or promotion materials or otherwise for any marketing, advertising
or promotional purposes. With respect to the announcements or press release regarding the subject matter of the Consortium Agreement,
before issuance of such announcements or press release, each Private Party shall be granted reasonable opportunity to review and
comment on any disclosure relating to such Private Party and its Affiliates. Without the prior written consent of a Private Party,
no announcements or press release shall be issued by any other Party if containing any information of such Private Party and its
Affiliates.”
(c) Section
10.6 of the Original Consortium Agreement is hereby amended and restated in its entirety as follows:
“Section
10.6 Assignment; No Third Party Beneficiaries. Other than as provided herein, the rights and obligations of each
Party shall not be assigned without the prior consent of the other Parties; provided, however, each of Hillhouse, TF Capital and
GIC may assign its rights and obligations under this Agreement, in whole or in part, to any of its Affiliates, any of the investment
funds managed by or advised by it or any of its Affiliates, or any of the investment vehicles of it, such Affiliate or such investment
fund (other than any portfolio companies of it, such Affiliate or such investment fund), but no such assignment shall relieve Hillhouse,
TF Capital or GIC (as the case may be) from any of its obligations hereunder. This Agreement shall be binding upon the respective
heirs, successors, legal representatives and permitted assigns of the Parties. Nothing in this Agreement shall be construed as
giving any person, other than the Parties and their heirs, successors, legal representatives and permitted assigns any right, remedy
or claim under or in respect of this Agreement or any provision hereof.”
(d) The
definition of “Affiliates” set forth in Section 11.1(g) of the Original Consortium Agreement is hereby amended and
restated in its entirety as follows:
““Affiliates”
of a specified person means a person who, directly or indirectly through one or more intermediaries, Controls, is Controlled by,
or is under common Control with, such specified person; provided that, with respect to GIC, “Affiliates” of
GIC means a person (i) who, directly or
indirectly,
through one or more intermediaries, Controls, is Controlled by, or is under common Control with, GIC and (ii) who is primarily
engaged in the business of private equity investment.”
(e) The
definition of “Permitted Transfer” set forth in Section 11.1(tt) of the Original Consortium Agreement is hereby amended
and restated in its entirety as follows:
““Permitted
Transfer” means a Transfer of Covered Securities by a Party to (i) an Affiliate of such Party which is Controlled by
such Party, (ii) a member of such Party’s immediate family or a trust for the benefit of such Party’s or any member
of such Party’s immediate family, (iii) any heir, legatees, beneficiaries and/or devisees of such Party or (iv) if such Party
is Hillhouse, TF Capital or GIC, to any of the Affiliates of such Party, any of the investment funds managed or advised by such
Party or any of its Affiliates, or any of the investment vehicles of such Party, such Affiliate or such investment fund; provided
that, in each case, such transferee agrees to execute, prior to or concurrently with such Transfer, an Adherence Agreement in the
form attached hereto as Schedule B.”
(f) Section
11.1 of the Original Consortium Agreement is hereby amended by adding the following definitions:
“(kkk)
“Casdin Capital” means Casdin Partners Master Fund, L.P., an exempted limited partnership established under
the Laws of the Cayman Islands with its registered address at Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road,
George Town, Grand Cayman KY1-9008, Cayman Islands.
(lll)
“GIC” means Velvet Investment Pte. Ltd., a company organized and existing under the Laws of Singapore with its
registered address at 168 Robinson Road, #37-01 Capital Tower, Singapore 068912.
(mmm)
“Private Party” means each of Hillhouse and GIC.”
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4.
|
Representations And Warranties
|
|
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(a)
|
Each Additional Party, severally and not jointly, represents and warrants,
as to itself only, to each of the other Parties as follows:
|
It
is a company duly organized, established and validly existing under the Laws of the jurisdiction stated in the preamble of this
Amendment.
It
has full power and authority to execute and deliver this Amendment and the execution, delivery and performance of this Amendment
by it has been duly authorized by all necessary action on its behalf.
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(3)
|
Legal, Valid and Binding Obligation
|
This
Amendment has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against
it in accordance with the terms hereof (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and other Laws affecting creditors’ rights generally and general principles of equity).
As
of the date of this Amendment, neither it nor any of its Affiliates Beneficially Owns or own of record any shares of Common Stock,
Company Options and Company RSUs (or any other securities convertible, exercisable or exchangeable into or for any shares of Common
Stock). It will be the sole record holder and Beneficial Owner of its Additional Company Securities and will have (i) the sole
voting power, (ii) the sole power of disposition and (iii) the sole power to agree to all of the matters set forth in the Consortium
Agreement with respect to its Additional Company Securities. As of the date of this Amendment, neither it nor any of its Affiliates
has taken any action described in Section 4.7 of the Consortium Agreement.
It
acknowledges that the Existing Parties and the other Additional Party(ies) have consented to the admission of it to the Buyer Consortium
on the basis of and in reliance upon (among other things) its representations and warranties in Sections 4(a)(1) to 4(a)(4) above
as to itself, and the Existing Parties’ and the other Additional Party(ies)’ consent was induced by such representations
and warranties.
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5.
|
Termination with respect to Maplebrook Limited
|
Maplebrook
Limited (“Maplebrook”) executed an Adherence Agreement and became a party to the Consortium Agreement on February
21, 2020. Notwithstanding anything to the contrary in the Original Consortium Agreement, each of the Existing Parties and the Additional
Parties agrees that the Consortium Agreement shall terminate (the “Maplebrook Termination”) with respect to
Maplebrook, and Maplebrook shall not have any rights or obligations under the Consortium Agreement, whether accruing prior to or
after the Maplebrook Termination, in each case effective upon the execution and delivery of this Amendment by the parties hereto.
For the avoidance of doubt, the Existing Parties and the Additional Parties agree that (a) Maplebrook shall not have any obligation
under Article III of the Consortium Agreement, whether accruing prior to or after the Maplebrook Termination, and (b) the Consortium
Agreement shall remain in full force and effect with respect to the other Parties thereto following the Maplebrook Termination.
(a) For
avoidance of doubt, notwithstanding any provision of the Consortium Agreement and this Amendment to the contrary, the Consortium
Agreement as amended by this Amendment shall not be binding on, or restrict the activities of, or applicable to, any entity of
GIC that primarily engages in investment and trading in the secondary securities market.
(b) The
Parties agree that all other provisions of the Original Consortium Agreement shall, subject to Section 3 and Section 5, continue
unmodified, in full force and effect and constitute legal and binding obligations of the Parties (other than Maplebrook) in accordance
with their terms. This Amendment forms an integral and inseparable part of the Original Consortium Agreement.
(c) Article
VIII (Notices) and Section 10.9 (Governing Law and Venue) of the Consortium Agreement shall apply mutatis mutandis to this
Amendment.
(d) All
references to the Consortium Agreement (including “hereof,” “herein,” “hereunder,” “hereby”
and “this Agreement”) in the Original Consortium Agreement shall refer to the Consortium Agreement as amended by this
Amendment. Notwithstanding the foregoing, references to the date of the Consortium Agreement and references in the Consortium Agreement
to “the date hereof,” “the date of this Agreement” and terms of similar import shall in all instances continue
to refer to November 9, 2019.
[Signature page follows.]
IN WITNESS WHEREOF, the undersigned has executed
this Amendment and delivered this Amendment as of the day and year first above written.
Velvet Investment Pte.
Ltd.
By: /s/ Suresh Balasubramanian
Name: Suresh Balasubramanian
Title: Director
Notice details:
Address: Unit 1928, China World Tower 1, No.1 Jianguomenwai
Avenue, Chaoyang District, Beijing, the People’s Republic of China
Attention: Korwin Chiu
Email: korwinchiu@gic.com.sg
Phone: (86) 10 6535 1055
Fax: (86) 10 6535 1078
IN WITNESS WHEREOF, the
undersigned has executed this Amendment and delivered this Amendment as of the day and year first above written.
Casdin Partners Master Fund,
L.P.
By: Casdin Partners GP, LLC,
its General Partner
By: /s/ Eli Casdin
Name: Eli Casdin
Title: Managing Member
Notice details:
Address: 1350 Avenue of the Americas, Suite 2600, New York,
NY 10019
Attention: Lawrence Canzoneri, Chief Financial Officer
Email: Lawrence@casdincapital.com
Phone: 212-554-4952
IN WITNESS WHEREOF, the undersigned has executed
this Amendment and delivered this Amendment as of the day and year first above written.
Hillhouse Bio Holdings, L.P.
By: Hillhouse Bio Holdings GP, Ltd.
its general partner
By: /s/ Colm John O’Connell
Name: Colm John O’Connell
Title:Director
Notice details:
Address: Suite 2202, 22nd Floor, Two International
Finance Centre, 8 Finance Street, Central, Hong Kong
Attention: Qingqing Yi
Email: myi@hillhousecap.com
Phone: (+852) 2179 1988
Fax: (+852) 2179 1900
with a copy to: Adam Hornung
Email: Legal@hillhousecap.com
with a copy to (which shall not constitute notice):
Kirkland & Ellis
26th Floor, Gloucester Tower, The Landmark
15 Queen’s Road Central, Hong Kong
Attention: Nicholas Norris; Daniel Dusek; Xiaoxi Lin
Email: nicholas.norris@kirkland.com;
daniel.dusek@kirkland.com; xiaoxi.lin@kirkland.com
Fax: (+852) 3761 3301
IN WITNESS WHEREOF, the undersigned has executed
this Amendment and delivered this Amendment as of the day and year first above written.
TF Capital Ranok Ltd.
By: /s/ Tingting Zhang
Name: Tingting Zhang
Title:Director
Notice details:
Address: Unit 705, Tower 1, 88 Keyuan Road, German Center,
Pudong New District, Shanghai 201203, China
Attention: Tingting Zhang
Email: tingting.zhang@tfcapital.net
Phone: (+86) 21 5019 8835
Fax: (+86) 21 5019 8837
IN WITNESS WHEREOF, the undersigned has executed
this Amendment and delivered this Amendment as of the day and year first above written.
Bizuo (Tony) Liu
By: /s/ Bizuo (Tony) Liu
Notice details:
Address: 1345 Avenue of Americas, 15th Floor, New York,
New York 10105
Email: tonybizliu@gmail.com
Phone: (+1) 347 905 5663
Fax: (+1) 347 679 8203
IN WITNESS WHEREOF, the undersigned has executed
this Amendment and delivered this Amendment as of the day and year first above written.
Li (Helen) Zhang
By: /s/ Li (Helen) Zhang
Notice details:
Address: 1345 Avenue of Americas, 15th Floor, New York,
New York 10105
Email: zhang.helen2@gmail.com
Phone: (+1) 347 905 5663
Fax: (+1) 347 679 8203
IN WITNESS WHEREOF, the undersigned has executed
this Amendment and delivered this Amendment as of the day and year first above written.
Yihong Yao
By: /s/ Yihong Yao
Notice details:
Address: 1345 Avenue of Americas, 15th Floor, New York,
New York 10105
Email: oliver_67@yahoo.com
Phone: (+1) 347 905 5663
Fax: (+1) 347 679 8203
IN WITNESS WHEREOF, the undersigned has executed
this Amendment and delivered this Amendment as of the day and year first above written.
Chengxiang (Chase) Dai
By: /s/ Chengxiang (Chase)
Dai
Notice details:
Address: 1345 Avenue of Americas, 15th Floor, New York,
New York 10105
Email: chxdai@hotmail.com
Phone: (+1) 347 905 5663
Fax: (+1) 347 679 8203
IN WITNESS WHEREOF, the undersigned has executed
this Amendment and delivered this Amendment as of the day and year first above written.
Dangdai International Group
Co., Limited
By: /s/ Chen
Jie
Name: Chen
Jie
Title: Executive Vice President
Notice details:
Address: Room 2105-07, Man Yee Building, 68 Des Voeux
Road Central, Central, Hong Kong
Attention: Chen Jie
Email: chen.jie@dangdaigroup.com.cn
Phone: (+852) 3892 2718
Fax: (+852) 3892 2799
IN WITNESS WHEREOF, the undersigned has executed
this Amendment and delivered this Amendment as of the day and year first above written.
Mission Right Limited
By: /s/ Chiu
Tao
Name: Chiu Tao
Title: Director
Notice details:
Address: Rooms 4503-05, 45th
Floor, China Resources Building, 26 Harbour Road, Wan Chai, Hong Kong
Attention: Jackie Wah
Email: jackie.wah@cstgrouphk.com
Phone: +852 2856 9300
Fax: +852 2824 2616
IN WITNESS WHEREOF, the
undersigned has executed this Amendment and delivered this Amendment as of the day and year first above written.
Wealth Map Holdings Limited
By: /s/ James Xiao Dong Liu
Name: James Xiao Dong Liu
Title: Director
Notice details:
Address: Unit 2006-08, 20/F Harbour Centre, 25 Harbour
Road, Wan Chai, Hong Kong
Attention:
Email: jamesliu@sailing-capital.com
Phone: +86 13501609795
Fax: +852 2630 2011
IN WITNESS WHEREOF, the
undersigned has executed this Amendment and delivered this Amendment as of the day and year first above written.
Earls Mill Limited
By: James Xiao Dong Liu
Name: James Xiao Dong Liu
Title: Director
Notice details:
Address: Unit 2006-08, 20/F Harbour Centre, 25 Harbour
Road, Wan Chai, Hong Kong
Attention:
Email: jamesliu@sailing-capital.com
Phone: +86 13501609795
Fax: +852 2630 2011
IN WITNESS WHEREOF, the
undersigned has executed this Amendment and delivered this Amendment as of the day and year first above written.
Maplebrook Limited
By: /s/ Ruth Beaven
Name: Ruth Beaven
Title: Authorized Signatory of
RT Sing Marina Limited, Director of Maplebrook Limited
By: /s/ Ruth Beaven
Name: Ruth Beaven
Title: Authorized Signatory of
RT Sing Raffles Limited, Director of Maplebrook Limited
Notice details:
Address: Maplebrook Limited
C/O Sequent (Singapore) Ltd
One Raffles Quay
25-00 North Tower
Singapore 048583
Attention: Andre Mignot
Email: andre.mignot@sequent.limited
Phone: +65 3165 6173
Fax: N/A
IN WITNESS WHEREOF, the
undersigned has executed this Amendment and delivered this Amendment as of the day and year first above written.
Viktor Pan
/s/ Viktor Pan
Notice details:
Address: Mingyue Road 1118,
No. 30
Shanghai 201206, China
Email: viktor.pan@outlook.com
Phone: +86 15000500071
IN WITNESS WHEREOF, the
undersigned has executed this Amendment and delivered this Amendment as of the day and year first above written.
Zheng ZHOU
/s/ Zheng ZHOU
Notice details:
Address: Flat B, 25/F, Tower
6, Marinella, 9 Welfare Road, Aberdeen, Hong Kong
Email: mikezzhou@gmail.com
Phone: +852 92283505
IN WITNESS WHEREOF, the
undersigned has executed this Amendment and delivered this Amendment as of the day and year first above written.
OPEA
SRL
By: /s/ Edoardo Fontana
Name: Edoardo Fontana
Title: Managing Director
Notice details:
Address: OPEA SRL
Via Cesare Battisti 1
20122 Milan
Attention: Edoardo Fontana
Email: edoardo.fontana@opeaholding.com
Phone: +39 3453306940
Fax: +39 02 76394692
Annex A
Existing Parties
Hillhouse Bio Holdings, L.P.
TF Capital Ranok Ltd.
Bizuo (Tony) Liu
Li (Helen) Zhang
Yihong Yao
Chengxiang (Chase) Dai
Dangdai International Group Co., Limited
Mission Right Limited
Wealth Map Holdings Limited
Earls Mill Limited
Maplebrook Limited
Viktor Pan
Zheng Zhou
OPEA SRL