Introduction
This Amendment No. 1 to Rule 13e-3 Transaction Statement on Schedule
13E-3, together with the exhibits thereto (as amended, this “Transaction Statement”), is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to
Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), by (i) Cellular Biomedicine Group, Inc., a Delaware corporation (the
“Company”), (ii) CBMG Holdings, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), (iii) CBMG Merger Sub Inc., a Delaware corporation (“Merger Sub”), (iv) Yunfeng
Fund III, L.P., an exempted limited partnership established under the laws of the Cayman Islands, (v) Yunfeng Investment III, Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands, (vi) Yunfeng
Capital Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, (vii) TF Capital Ranok Ltd., a company with limited liability incorporated under the laws of the British Virgin Islands,
(viii) TF Capital Fund III L.P., an exempted limited partnership established under the laws of the Cayman Islands, (ix) Winsor Capital Limited, a company with limited liability incorporated under the laws of the British Virgin Islands,
(x) TF I Ltd., a company with limited liability incorporated under the laws of the British Virgin Islands, (xi) Tony (Bizuo) Liu, Chief Executive Officer, Chief Financial Officer and a director of the Company, (xii) Yihong Yao, Chief
Scientific Officer of the Company, (xiii) Li (Helen) Zhang, Chief Production Officer of the Company, (xiv) Chengxiang (Chase) Dai, General Manager of the Regenerative Medicine Business Unit of the Company, (xv) Dangdai International
Group Co., Limited, a private company limited by shares organized under the laws of Hong Kong, (xvi) Mission Right Limited, a company with limited liability incorporated under the laws of the British Virgin Islands, (xvii) Wealth Map
Holdings Limited, a company with limited liability incorporated under the laws of the British Virgin Islands, (xviii) Earls Mill Limited, a company with limited liability incorporated under the laws of the British Virgin Islands,
(xix) Sailing Capital Overseas Investments Fund, L.P., an exempted limited partnership established under the laws of the Cayman Islands, (xx) Sailing Capital Overseas Investments GP, Ltd, an exempted company with limited liability
incorporated under the laws of the Cayman Islands, (xxi) OPEA SRL, a company organized under the laws of Italy, (xxii) Maplebrook Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands,
(xxiii) Full Moon Resources Limited, a company with limited liability incorporated under the laws of the British Virgin Islands, (xxiv) Viktor Pan, (xxv) Zheng Zhou, (xxvi) Novartis AG, a corporation organized under the laws of
Switzerland and (xxvii) Novartis Pharma AG, a corporation organized under the laws of Switzerland (the persons identified in clauses (i) through (xxvii), collectively, the “Filing Persons”). In this Transaction Statement,
(i) Messrs. Liu, Yao and Dai and Ms. Zhang are referred to, collectively, as the “Management Rollover Stockholders,” (ii) the Management Rollover Stockholders, together with Dangdai International Group Co., Limited, Mission Right
Limited, Wealth Map Holdings Limited, Earls Mill Limited, OPEA SRL, Maplebrook Limited, Full Moon Resources Limited and Messrs. Pan and Zhou, are referred to, collectively, as the “Consortium Rollover Stockholders,” (iii) the Consortium
Rollover Stockholders and Novartis Pharma AG are referred to, collectively, as the “Rollover Stockholders,” (iv) Yunfeng Fund III, L.P., TF Capital Fund III L.P., Velvet Investment Pte. Ltd. and Mr. Liu are referred to, collectively,
as the “Equity Investors,” (v) the Consortium Rollover Stockholders, together with the Equity Investors, Parent and Merger Sub, are referred to, collectively, as the “Buyer Consortium,” (vi) the Consortium Rollover Stockholders,
Yunfeng Fund III, L.P., Yunfeng Capital Limited, TF Capital Fund III L.P., TF Capital Ranok Ltd., Winsor Capital Limited, TF I Ltd., Parent, Merger Sub, Novartis AG and Novartis Pharma AG are referred to, collectively, as the “Buyer Filing
Persons,” and (vii) the Rollover Stockholders, Parent, Merger Sub, the Equity Investors, Yunfeng Capital Limited, TF Capital Ranok Ltd., Winsor Capital Limited and TF I Ltd. are referred to, collectively, as the “Participants.”
This Transaction Statement relates to an Agreement and Plan of Merger, dated as of August 11, 2020 (as it may be amended from time
to time, the “Merger Agreement”), by and among Parent, Merger Sub and the Company. Pursuant to the Merger Agreement, if certain conditions are satisfied or waived by the applicable party, Merger Sub will be merged with and into the Company
(the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Under the terms of the Merger Agreement, upon consummation of the Merger, each share of the Company’s common stock, par value $0.001 per
share (“Common Stock”), outstanding immediately prior to the effective time of the Merger (other than (i) shares of Common Stock held by Parent, Merger Sub or any other direct or indirect wholly-owned subsidiary of Parent and shares
of Common Stock owned by the Company, (ii) certain shares of Common Stock owned by the Rollover Stockholders, and (iii) shares of Common Stock held by any of the Company’s stockholders who are entitled to, and who have timely
perfected and have not withdrawn a demand for (or lost their right to), appraisal rights pursuant to
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