The Cord Blood and Tissue Banking Service Provider

Transcription

1 PROSPECTUS DATED 21 MARCH 2012 (REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE ON 21 MARCH 2012) CORDLIFE GROUP LIMITED (Company Registration No.: E) (Incorporated in the Republic of Singapore on 2 May 2001) The Cord Blood and Tissue Banking Service Provider This document is important. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax or other professional adviser. We have made an application to the Singapore Exchange Securities Trading Limited (the SGX-ST ) for permission to deal in, and for quotation of, all the ordinary shares (the Shares ) in the capital of Cordlife Group Limited (the Company ) already issued, our New Shares (as defi ned herein) and new Shares to be issued upon the exercise of the CBB Option (as defi ned herein). Such permission will be granted when we have been admitted to the Offi cial List of the SGX-ST. The dealing in and quotation of our Shares will be in Singapore Dollars. Acceptance of applications will be conditional upon, among others, permission being granted to deal in, and for quotation of, all our existing issued Shares, our New Shares and new Shares to be issued upon the exercise of the CBB Option. If the completion of the Invitation does not occur because the SGX-ST s permission is not granted or for any other reasons, monies paid in respect of any application accepted will be returned to you, subject to applicable laws, at your own risk, without interest or any share of revenue or other benefi t arising therefrom and you will not have any claims against us, the Issue Manager and Co-Placement Agent (as defi ned herein), and the Underwriter and Co-Placement Agent (as defi ned herein). The SGX-ST assumes no responsibility for the correctness of any of the statements made, reports contained or opinion expressed in this Prospectus. Admission to the Offi cial List of the SGX-ST is not to be taken as an indication of the merits of the Invitation, our Company, our subsidiaries, our Shares or our New Shares. A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the Authority ) on 7 March 2012 and 21 March 2012, respectively. The Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does not imply that the Securities and Futures Act, Chapter 289 of Singapore (the Securities and Futures Act ), or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of our New Shares being offered for investment. No shares will be allotted or allocated on the basis of this Prospectus later than six months after the date of registration of this Prospectus by the Authority. Investing in our Shares involves risks which are described in the section titled RISK FACTORS of this Prospectus. Potential investors in our Company are advised to read the section titled RISK FACTORS and the rest of this Prospectus carefully and to seek professional advice if in doubt. Investors who are members of the Central Provident Fund ( CPF ) in Singapore may, subject to the applicable CPF rules and regulations, use their CPF Investible Savings (the CPF Funds ) to subscribe for our Offer Shares. Invitation in respect of 60,000,000 New Shares comprising: (1) 2,000,000 Offer Shares at the Invitation Price (as defined herein) of S$0.495 for each Offer Share by way of public offer (the Public Offer ); and (2) 58,000,000 Placement Shares at the Invitation Price of S$0.495 for each Placement Share by way of placement (the Placement, together with the Public Offer, the Invitation ), payable in full on application. Issue Manager and Co-Placement Agent Underwriter and Co-Placement Agent PRIMEPARTNERS CORPORATE FINANCE PTE. LTD. (Company Registration No.: D) (Incorporated in the Republic of Singapore) UOB KAY HIAN PRIVATE LIMITED (Company Registration No.: W) (Incorporated in the Republic of Singapore)

2 BUSINESS OVERVIEW Business Model Generates Stable Recurring Cash Flow Dominant, Pioneering, Award-winning Amongst the first private cord blood banks in Asia Dominant market leader in Singapore in terms of market share^ Numerous awards Amongst the market leaders in Hong Kong in terms of market share^ First private cord blood bank to release cord blood units for treatment of cerebral palsy in Singapore One of the fi rst in Singapore and amongst the fi rst in Hong Kong to have released cord blood units for transplants and other therapeutic use Amongst the fi rst cord blood banks in Asia to be accredited by AABB (formerly known as the American Association of Blood Banks) and has remained accredited since 2005 Corporate Profile Incorporated on 2 May 2001 On 30 June 2011, demerged from Cordlife Limited ( CBB ; previously known as Cygenics Limited), which is listed on the Australian Securities Exchange, and renamed Cordlife Group Limited ( Cordlife, together with its subsidiaries, known as the Group ) Rationale: To enhance shareholder value. By separating the developing businesses owned by CBB and its subsidiaries, which required continued cash investments from the developed businesses owned by our Group which were cash fl ow positive, shareholders would have the opportunity to directly participate in the developed businesses by directly holding our Shares Following the demerger, the Group s key markets include: Singapore Larger market share (around 62%^ market share in private cord blood banking market in 2010) of only two private cord blood banks Hong Kong Amongst the three market leaders (around 28%^ market share in private cord blood banking market in 2010) for private cord blood banks Guangdong province Presence in Guangdong province through a 10% indirect stake in the sole cord blood banking operator in Guangdong province Guangzhou Tianhe Nuoya Biology Engineering Co., Ltd. ( Guangzhou Tianhe Nuoya ) Granted right of fi rst refusal ( ROFR ) to acquire CBB s businesses in Indonesia, India and the Philippines ^ According to the Market Research Report conducted by Deloitte & Touche Financial Advisory Services Limited ( DTFAS ) Two Core Businesses CORD BLOOD BANKING UMBILICAL CORD TISSUE BANKING Comprises collection at birth, processing, testing, cryopreservation and storage of processed cord blood units Comprises collection, processing, testing, cryopreservation and storage of the umbilical cord tissue Only available in Hong Kong

3 INVESTMENT HIGHLIGHTS Market Leadership Amongst the fi rst private cord blood banks in Asia Dominant market leader in Singapore (around 62%^ market share in private cord blood banking market in 2010) and amongst the leaders in Hong Kong (around 28%^ market share in private cord blood banking market in 2010) 10% indirect stake in the sole cord blood banking operator in Guangdong province Guangzhou Tianhe Nuoya Clinical Leadership One of the fi rst in Singapore and amongst the fi rst in Hong Kong to have released cord blood units for transplants and other therapeutic use First private cord blood bank to release cord blood units for treatment of cerebral palsy in Singapore Quality Leadership Amongst the fi rst cord blood banks in Asia to be accredited by AABB and has remained accredited since 2005 Hong Kong facility accredited by AABB in 2011 Hong Kong facility certifi ed ISO:9001 since August 2007 Technology Leadership One of the fi rst to adopt automated processing system, Sepax, in Singapore and Hong Kong Constantly seeks to improve services through the use of technology ^ According to the Market Research Report conducted by DTFAS Experienced and Dedicated Management Team Possesses in-depth knowledge of industry Management team brings a variety of expertise, with average seven years of experience in the cord blood banking industry Established and Proven Track Record Larger of two private cord blood bank operators in Singapore in terms of market share^ Currently stored in excess of 35,000 cord blood units in Singapore and Hong Kong Second largest private cord blood bank player in terms of market share in Hong Kong^ Established Brand and Marketing and Distribution Networks Collaborative relationships or arrangements with major private hospitals and clinics in Singapore such as Thomson Medical Pte Ltd, Parkway East Hospital and Raffl es Hospital; and major private hospitals and clinics in Hong Kong, to raise awareness of the Group s services Collaborative agreement with China Cord Blood Corporation to raise awareness of Cordlife Hong Kong s cord blood banking services in the PRC and in particular, to expectant mothers who intend to deliver in Hong Kong In January 2012, began the process of establishing a branch offi ce in Shenzhen, Guangzhou, to undertake marketing activities in Guangdong province INDUSTRY PROSPECTS^ SINGAPORE Relatively constant birth rate of approximately 38,000 per year Penetration rate expected to rise to 38% by 2015 from 24% in 2010 Number of private incremental cord blood storage units in Singapore is expected to increase at a CAGR 1 of around 9% from 2010 to 2015 Pro-family initiatives by the government, such as the Baby Bonus Scheme 2, which entitles eligible parents to cash gifts and dollar-for-dollar saving accounts of which the latter can be used to pay for cord blood banking services ^ According to the Market Research Report conducted by DTFAS 1 CAGR refers to compound annual growth rate 2 Ministry of Community Development, Youth and Sports website HONG KONG Relatively constant birth rate ranging between 43,000 and 49,000 per year Steady increase in the number of births, over the last several years, due to greater number of PRC expectant mothers seeking maternity services in Hong Kong Penetration rate expected to rise from 11.5% in 2010 to 20.6% in 2015 Annual incremental storage units at private cord blood banks is expected to grow at a CAGR 1 of 10% over the next few years CHINA 10% indirect stake in the sole cord blood banking operator in Guangdong province Guangzhou Tianhe Nuoya A CAGR 1 forecast of 22% from 2010 to 2015 for new cord blood units stored Penetration rate expected to grow to 5% by 2015 from 2% in 2010 in provinces with cord blood banking operations

4 FINANCIAL HIGHLIGHTS AND PROPOSED DIVIDENDS S$ mil FY 2009 FY 2010 FY 2011 Q1* 2011 Q1* 2012 Total Revenue North Asia South Asia 16.9** Profit attributable to Owners of the Company *** Gross Profit Margin (%) Profit before Income Tax Margin (%) Gross profi t margin averaging 72.2% in the last three fi nancial years * For the three months ended September 30 ** S$16.84 mil has been rounded up to S$16.9 mil so as to add up to total revenue *** After taking into consideration IPO-related expenses amounting to S$0.3 mil Earnings Per Share (Cents) Basic EPS Basic EPS CAGR 1 = 17.1% *** FY2009 FY2010 FY2011 Q12011 Q CAGR refers to compound annual growth rate DIVIDEND POLICY To recommend and distribute dividends of at least 25% of FY2011 and FY2012 profits attributable to shareholders for FY2012 and FY2013 STRATEGIES AND FUTURE PLANS Leverage on Company as the dominant market leader and an established brand in Singapore and Hong Kong Develop position further in existing markets Increase capacity through new proposed headquarters and facility at Yishun A Posh Bizhub Capitalise on strategic investment in the PRC for growth in Hong Kong Marketing collaboration with China Cord Blood Corporation to gain access to PRC expectant mothers in Beijing, as well as Guangdong and Zhejiang provinces, who intend to deliver in Hong Kong In January 2012, began the process of establishing a branch offi ce in Shenzhen, Guangzhou, to undertake marketing activities in Guangdong province Leverage on expanded clinical use to drive perceived utility of cord blood banking Diversify into secondary and complementary services Entered into, inter alia, co-operation agreement with Cordlife Stem Cell Technology Limited, giving the Group the rights to use certain technology and expertise with respect to umbilical cord tissue banking, thus allowing for the offering of umbilical cord tissue banking services Growth through accretive acquisitions in selected markets Broaden service offering and expand geographical coverage in Asia through accretive acquisitions Entered into ROFR to acquire relevant businesses in Indonesia, the Philippines and India Entered into a subscription agreement with CS Cell Technologies Pte. Ltd. ( CSCT ), a wholly-owned subsidiary of CBB, to invest S$1.5 million in CSCT, which holds 85% of Cordlife Sciences India Pvt. Ltd. ( Cordlife India ) for expansion of operations of CSCT and Cordlife India only INDICATIVE TIMETABLE 22 March a.m. Opening for the Public Offer 27 March noon Closing for the Public Offer 29 March a.m. First day trading on the SGX-ST

5 TABLE OF CONTENTS CORPORATE INFORMATION DEFINED TERMS AND ABBREVIATIONS GLOSSARY OF TECHNICAL TERMS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS DETAILS OF THE INVITATION INDICATIVE TIMETABLE THE INVITATION PLAN OF DISTRIBUTION CLEARANCE AND SETTLEMENT USE OF PROCEEDS AND LISTING EXPENSES SUMMARY INVITATION STATISTICS RISK FACTORS DIVIDEND POLICY DILUTION SELECTED COMBINED FINANCIAL INFORMATION MANAGEMENT S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION CAPITALISATION AND INDEBTEDNESS INDUSTRY OVERVIEW GENERAL INFORMATION ON OUR GROUP HISTORY AND BUSINESS PROSPECTS, STRATEGIES AND FUTURE PLANS DIRECTORS, EXECUTIVE OFFICERS AND STAFF INTERESTED PERSON TRANSACTIONS CONFLICT OF INTERESTS GENERAL AND STATUTORY INFORMATION

6 TABLE OF CONTENTS APPENDIX A APPENDIX B APPENDIX C INDEPENDENT AUDITORS REPORT AND COMBINED FINANCIAL STATEMENTS FOR THE FINANCIAL YEARS ENDED 30 JUNE 2009, 2010 AND A-1 INDEPENDENT AUDITORS REPORT ON REVIEW OF COMBINED INTERIM FINANCIAL STATEMENTS FOR THE THREE-MONTH PERIOD ENDED 30 SEPTEMBER B-1 TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE C-1 APPENDIX D SINGAPORE TAXATION D-1 APPENDIX E SUMMARY OF MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY E-1 2

7 CORPORATE INFORMATION DIRECTORS : Dr Ho Choon Hou (Chairman and Non-executive Director) Yee Pinh Jeremy (Executive Director and Chief Executive Officer) Jin Lu (Non-executive Director) Ho Sheng (Lead Independent Director) Dr Goh Jin Hian (Independent Director) Ng Tiak Soon (Independent Director) COMPANY SECRETARIES : Low Siew Tian, ACIS Ang Siew Koon, ACIS REGISTERED OFFICE : 61 Science Park Road #05-16/18 The Galen Singapore Science Park II Singapore REGISTRATION NUMBER : E SHARE REGISTRAR AND SHARE TRANSFER OFFICE ISSUE MANAGER AND CO-PLACEMENT AGENT UNDERWRITER AND CO-PLACEMENT AGENT INDEPENDENT AUDITORS AND REPORTING ACCOUNTANTS : Tricor Barbinder Share Registration Services 80 Robinson Road #02-00 Singapore : PrimePartners Corporate Finance Pte. Ltd. 20 Cecil Street #21-02 Equity Plaza Singapore : UOB Kay Hian Private Limited 8 Anthony Road #01-01 Singapore : Ernst & Young LLP Public Accountants and Certified Public Accountants One Raffles Quay North Tower, Level 18 Singapore Partner-in-charge: Mr Tan Swee Ho Certified Public Accountant SOLICITORS TO THE COMPANY LEGAL ADVISERS TO THE COMPANY ON HONG KONG LAW : WongPartnership LLP One George Street #20-01 Singapore : Kennedys 11 th Floor The Hong Kong Club Building 3A Chater Road Central Hong Kong 3

8 CORPORATE INFORMATION LEGAL ADVISERS TO THE COMPANY ON PRC LAW AND IN RESPECT OF GUANGZHOU TIANHE NUOYA LEGAL ADVISERS TO THE COMPANY IN RESPECT OF CORDLIFE SHANGHAI LEGAL ADVISERS TO THE COMPANY ON THE LAWS OF THE BRITISH VIRGIN ISLANDS INDUSTRY RESEARCH CONSULTANT : JunZeJun Law Offices 5 6/F South Tower Financial Street Center, A9 Financial Street Xicheng District, Beijing, PRC : BOSS & YOUNG Attorneys at Law 16 th Floor, BEA Finance Tower 66 Hua Yuan Shi Qiao Road Shanghai , PRC : Harneys Westwood & Riegels Craigmur Chambers P.O. Box 71 Road Town, Tortola British Virgin Islands : Deloitte & Touche Financial Advisory Services Limited 10F, Bund Center 222 Yan An Road East Shanghai , PRC PRINCIPAL BANKER : DBS Bank Ltd. 6 Shenton Way DBS Building Tower One Singapore RECEIVING BANKER : The Bank of East Asia, Limited, Singapore Branch 60 Robinson Road BEA Building Singapore

9 DEFINED TERMS AND ABBREVIATIONS In this Prospectus and the accompanying Application Forms, and in relation to the Electronic Applications, the instructions appearing on the screens of ATMs of Participating Banks or the IB websites of the relevant Participating Banks, unless the context otherwise requires, the following terms or expressions shall have the following meanings: Group Companies Company : Cordlife Group Limited Cordlife Hong Kong : Cordlife (Hong Kong) Limited CLS Services : CLS Services Pte. Ltd. Group : Our Company and our subsidiaries Cordlife Shanghai : Shanghai Cordlife Biomedical Research Co., Ltd. ( ) Other Companies and Organisations AABB : An association involved in the field of transfusion medicine and cellular therapies, and formerly known as American Association of Blood Banks Authority : The Monetary Authority of Singapore CBB : Cordlife Limited CBB Bond Holder : City Challenge Global Limited CBB Group : Cordlife Limited and its subsidiaries CDP : The Central Depository (Pte) Limited China Cord Blood : China Cord Blood Corporation Cordlife Australia : Cordlife (Australia) Pty Ltd, a subsidiary of CBB Cordlife India : Cordlife Sciences India Pvt. Ltd., a subsidiary of CBB Cordlife International : Cordlife International Pte. Ltd., a subsidiary of CBB Cordlife Services : Cordlife Services (S) Pte. Ltd., a subsidiary of CBB Cordlife Stem Cell : Cordlife Stem Cell Technology Limited, a wholly owned subsidiary of CBB CPF : The Central Provident Fund CSCT : CS Cell Technologies Pte. Ltd., a subsidiary of CBB DOH : The local department of health located in the respective cities of the PRC DTFAS : Deloitte & Touche Financial Advisory Services Limited 5

10 DEFINED TERMS AND ABBREVIATIONS Guangzhou Tianhe Nuoya : Guangzhou Tianhe Nuoya Biology Engineering Co., Ltd. ( ) Issue Manager and Co-Placement Agent : PrimePartners Corporate Finance Pte. Ltd. Ministry of Manpower : The Ministry of Manpower of Singapore MOH : The Ministry of Health of Singapore SGX-ST : Singapore Exchange Securities Trading Limited Underwriter and Co-Placement Agent : UOB Kay Hian Private Limited General 1Q : Financial period ended or, as the case may be, ending 30 September Application Forms : The printed application forms to be used for the purpose of the Invitation and which form part of this Prospectus Application List : The list of applications for subscription of the New Shares Associate : (a) in relation to an entity, means: (i) (ii) in a case where the entity is a substantial shareholder, controlling shareholder, substantial interest-holder or controlling interest-holder, its related corporation, related entity, associated company or associated entity; or in any other case, (A) a director or an equivalent persons, (B) where the entity is a corporation, a controlling shareholder of the entity, (C) where the entity is not a corporation, a controlling interestholder of the entity, (D) a subsidiary, a subsidiary entity, an associated company, or an associates entity, or (E) a subsidiary, a subsidiary entity, an associated company, or an associated entity, of the controlling shareholder or controlling interestholder, as the case may be, of the entity; and (b) in relation to an individual, means: (i) his immediate family; 6

11 DEFINED TERMS AND ABBREVIATIONS (ii) (iii) a trustee of any trust of which the individual or any member of the individual s immediate family is a beneficiary or, where the trust is a discretionary trust, a discretionary object, when the trustee acts in that capacity; or any corporation in which he and his immediate family (whether directly or indirectly) have interests in voting shares of an aggregate of not less than 30.0% of the total votes attached to all voting shares ATM : Automated teller machines Audit Committee : The audit committee of our Company as at the date of this Prospectus and from time to time constituted Board or Board of Directors : The board of Directors of our Company Bond Deed : The bond deed dated 14 May 2011 entered into between CBB, the CBB Bond Holder and our Company CAGR : Compound annual growth rate CBB Option : The one option held by the CBB Bond Holder, if exercised would be convertible into 21,800,000 Shares Companies Act or Act : The Companies Act, Chapter 50 of Singapore, as amended, supplemented or modified from time to time Controlling Shareholder : A person who has an interest in our Shares of an aggregate of not less than 15% of the total votes attached to all our Shares, or in fact exercises control over our Company Co-operation Agreement : The co-operation agreement dated 30 June 2011 entered into between CBB and our Company Cord Blood Banking Services Cordlife Stem Cell Technology Co-operation Agreement : The collection, processing, testing, cryopreservation and storage in our facilities for either 18 or 21 years, of processed cord blood units : The co-operation agreement dated 30 June 2011 between our Company and Cordlife Stem Cell Directors : The directors of our Company Electronic Applications : Applications for the Offer Shares made through an ATM of one of the relevant Participating Banks or the IB website of one of the relevant Participating Banks, subject to and on the terms and conditions of this Prospectus EPS : Earnings per Share 7

12 DEFINED TERMS AND ABBREVIATIONS Existing ASX Shareholders : Shareholders of CBB (save for Dr Ho Choon Hou, Mr Yee Pinh Jeremy, Ms Jin Lu, China Stem Cells (East) Company Limited, Jayhawk Private Equity Fund II L.P. and Wells Spring Pte Ltd) who received our Shares pursuant to the distribution in specie of all of our Shares by CBB on 30 June 2011 and who each individually hold less than 5.0% of our Shares Executive Director and Chief Executive Officer : The executive director and chief executive officer of our Company Executive Officers : The executive officers of our Group FY : Financial year ended or, as the case may be, ending 30 June IB : Internet Banking Independent Directors : The independent Directors of our Company Invitation : The Placement and Public Offer Invitation Price : S$0.495 for each New Share Latest Practicable Date : 24 February 2012, being the latest practicable date prior to the lodgement of this Prospectus with the Authority Listing Manual : The listing manual of the SGX-ST Management and Underwriting Agreement : The management and underwriting agreement dated 21 March 2012 entered into among our Company, the Issue Manager and Co-Placement Agent and the Underwriter and Co-Placement Agent as described in the section titled Plan of Distribution The Public Offer of this Prospectus Market Day : A day on which the SGX-ST is open for trading in securities NAV : Net asset value New Shares : The 60,000,000 new Shares issued and offered by our Company, for which our Company invites applications to subscribe for pursuant to the Invitation, subject to and on the terms and conditions of this Prospectus NTA : Net tangible assets Nominating Committee : The nominating committee of our Company as at the date of this Prospectus and from time to time constituted Non-Executive Directors : Non-executive Directors of our Company (including Independent Directors) Offer Shares : 2,000,000 New Shares which are the subject of the Public Offer 8

13 DEFINED TERMS AND ABBREVIATIONS Participating Banks : DBS Bank Ltd. (including POSB) ( DBS ), Oversea-Chinese Banking Corporation Limited ( OCBC ) and United Overseas Bank Limited and its subsidiary, Far Eastern Bank Limited (the UOB Group ) Periods Under Review : The periods which comprise FY2009, FY2010, FY2011 and 1Q2012 Placement : The placement by the Issue Manager and Co-Placement Agent and the Underwriter and Co-Placement Agent of the Placement Shares on behalf of our Company for subscription and at the Invitation Price, subject to and on the terms and conditions of this Prospectus Placement Agreement : The placement agreement among our Company, the Issue Manager and Co-Placement Agent and the Underwriter and Co-Placement Agent dated 21 March 2012 as described in the section titled Plan of Distribution The Placement of this Prospectus Placement Shares : 58,000,000 New Shares which are the subject of the Placement Poisons Act : The Poisons Act, Chapter 234 of Singapore, as amended, supplemented or modified from time to time PRC or China : People s Republic of China which, for the purposes of this Prospectus, excludes Hong Kong and Macau Special Administrative Regions of the PRC, and Taiwan Prospectus : This prospectus dated 21 March 2012 issued by our Company in respect of this Invitation Public Offer : The offering of Offer Shares to the public in Singapore, subject to and on the terms and conditions of this Prospectus Remuneration Committee : The remuneration committee of our Company as at the date of this Prospectus and from time to time constituted Restructuring Exercise : The restructuring exercise undertaken in connection with the Invitation as described in the section titled General Information on our Group Restructuring Exercise of this Prospectus ROFR Agreement : The right of first refusal agreement dated 30 June 2011 entered into between our Company and CBB Securities Account : The securities account maintained by a depositor with CDP but does not include a securities sub-account Securities and Futures Act : The Securities and Futures Act, Chapter 289 of Singapore, as amended, supplemented or modified from time to time 9

14 DEFINED TERMS AND ABBREVIATIONS Securities and Futures Regulations : The Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005, as amended, supplemented or modified from time to time Service Agreement : The service agreement entered into between our Company and our Executive Director and Chief Executive Officer as described in the section titled Directors, Executive Officers and Staff Service Agreement of this Prospectus Shares : Ordinary shares in the capital of our Company Shareholders : Registered holders of Shares, except where the registered holder is CDP, the term Shareholders shall, in relation to such Shares mean the Depositors whose Securities Accounts are credited with Shares Share Registrar : Tricor Barbinder Share Registration Services Substantial Shareholder : A person who holds directly or indirectly 5.0% or more of the total share capital in our Company Trademark Agreement : The trademark licence agreement dated 30 June 2011 between our Company and CBB U.S. or United States : United States of America Currencies, Units and Others % : Per centum or percentage A$ : The lawful currency of Australia HK$ : The lawful currency of Hong Kong RMB : The lawful currency of the PRC S$ and cents : The lawful currency of Singapore sq m : Square metre US$ : The lawful currency of the United States of America The expressions Depositor, Depository Agent and Depository Register shall have the meanings ascribed to them, respectively in Section 130A of the Companies Act. The terms associated company, associated entity, controlling interest-holder, controlling shareholder, related corporation, related entity, subsidiary, subsidiary entity and substantial interest-holder shall have the same meanings ascribed to them, respectively in the Securities and Futures Regulations. Words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall include corporations. 10

15 DEFINED TERMS AND ABBREVIATIONS Any reference in this Prospectus, the Application Forms or the Electronics Applications to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Companies Act and the Securities and Futures Act or any statutory modification thereof and used in this Prospectus, the Application Forms or the Electronics Applications shall, where applicable, have the meaning assigned to it under the Companies Act, the Securities and Futures Act or such statutory modification, as the case may be. Any reference in this Prospectus and the Application Forms or the Electronics Applications to Shares being allotted to an applicant includes allotment to CDP for the account of that applicant. Any reference to a time of day in this Prospectus, the Application Forms and the Electronics Applications shall be a reference to Singapore time, unless otherwise stated. Any references to we, our, and us or other grammatical variations thereof in this Prospectus is a reference to our Company, our Group or any member of our Group, as the context requires. Any discrepancies in the tables included in this Prospectus between the listed amounts and totals thereof are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. 11

16 GLOSSARY OF TECHNICAL TERMS To facilitate a better understanding of the business of our Group, the following glossary provides a description (which would not be treated as being definitive of their meanings) of some of the technical terms and abbreviations used in this Prospectus. The terms and their assigned meanings may not correspond to standard industry meanings or usage of these terms: cellular therapy : The process of introducing new cells into a tissue in order to treat a disease cryopreservation : Preservation of cells by subjecting them to very low temperatures epithelial stem cells : Stem cells that generate epithelium tissues, one of the four basic types of human tissues freezing bag : A small storage bag designed for storing cells in extremely low temperatures graft-versus-host disease : A common complication of bone marrow transplantation in which functional immune cells in the transplanted marrow recognise the recipient to be foreign and launch an immunologic attack hematopoietic progenitor cells or haematopoieic stem cells vapour-phase liquid nitrogen storage system : Stem cells that generate blood cells; white blood cells; red blood cells; and platelets, which are usually found in the bone marrow, peripheral blood and umbilical cord blood : The method of long term stem cell cryopreservation by storing the cord blood in the vapour produced by liquid nitrogen in stainless steel vacuum insulated storage tanks at the temperature of below minus 150 degrees Celsius mesenchymal stem cells : Multipotent stem cells that can differentiate into a variety of cell types, including bone cells, cartilage cells and fat cells peripheral blood : The blood that circulates through the body progenitor cells : Biological cells that are early descendants of stem cells which can differentiate to form one or more kinds of cells, but cannot divide and reproduce indefinitely Sepax : An automated cord blood processing technology which isolates the stem cells from the cord blood stem cells : An undifferentiated cell whose daughter cells may differentiate into other cell types U.S. FDA : U.S. Food and Drug Administration 12

17 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS All statements contained in this Prospectus, statements made in press releases and oral statements that may be made by us or our Directors, Executive Officers or employees acting on our behalf, that are not statements of historical fact, constitute forward-looking statements. Some of these statements can be identified by forward-looking terms such as expect, believe, plan, intend, estimate, anticipate, may, will, would and could or similar words or phrases. However, these words are not the exclusive means of identifying forward-looking statements. All statements regarding our expected financial position, business strategy, plans and prospects, and the future prospects of our industry are forward-looking statements. These forward-looking statements and other matters discussed in this Prospectus regarding matters that are not historical fact are only predictions. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risk factors and uncertainties are discussed in more detail in this Prospectus, in particular, but not limited to, discussions in the section titled Risk Factors. Given the risks and uncertainties that may cause our actual future results, performance or achievements to be materially different from that expected, expressed or implied by the forward-looking statements in this Prospectus, we advise you not to place undue reliance on those statements. Neither we, the Issue Manager and Co-Placement Agent, the Underwriter and Co-Placement Agent nor any other person represents or warrants to you that our actual future results, performance or achievements will be as discussed in those statements. Our actual future results may differ materially from those anticipated in these forward-looking statements as a result of the risks faced by us. We, the Issue Manager and Co-Placement Agent and the Underwriter and Co-Placement Agent disclaim any responsibility to update any of those forwardlooking statements or to publicly announce any revisions to those forward-looking statements to reflect future developments, events or circumstances for any reason, even if new information becomes available or other events occur in the future. We are, however, subject to the provisions of the Securities and Futures Act and the Listing Manual regarding corporate disclosure. In particular, pursuant to Section 241 of the Securities and Futures Act, if after the Prospectus is registered but before the close of the Invitation, we become aware of (a) a false or misleading statement or matter in the Prospectus; (b) an omission from the Prospectus of any information that should have been included in it under Sections 243 of the Securities and Futures Act; or (c) a new circumstance that has arisen since the Prospectus was lodged with the Authority and would have been required by Sections 243 of the Securities and Futures Act to be included in the Prospectus, if it had arisen before the Prospectus was lodged and that is materially adverse from the point of view of an investor, we may lodge a supplementary or replacement prospectus with the Authority. 13

18 DETAILS OF THE INVITATION LISTING ON THE SGX-ST An application has been made to the SGX-ST for permission to deal in and for quotation of all our Shares already issued, the New Shares and new Shares to be issued upon the exercise of the CBB Option. Such permission will be granted when our Company has been admitted to the Official List of the SGX-ST. Acceptance of applications will be conditional upon, among others, the SGX-ST granting permission to deal in, and for quotation of, all our existing issued Shares, the New Shares and new Shares to be issued upon the exercise of the CBB Option. Monies paid in respect of any application accepted will be returned to you, subject to applicable laws, without interest or any share of revenue or other benefit arising therefrom and at your own risk, if the said permission is not granted or for any other reason and you will not have any claims whatsoever against us, the Issue Manager and Co-Placement Agent and the Underwriter and Co-Placement Agent. No Shares shall be allotted or allocated on the basis of this Prospectus later than six months after the date of registration of this Prospectus by the Authority. The SGX-ST assumes no responsibility for the correctness of any statements made, reports contained or opinion expressed in this Prospectus. Admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Invitation, our Company, our subsidiaries, all our existing issued Shares and the New Shares. A copy of this Prospectus has been lodged with and registered by the Authority on 7 March 2012 and 21 March 2012, respectively. The Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does not imply that the Securities and Futures Act, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of the New Shares being offered or in respect of which an offer is made for investment. This Prospectus has been seen and approved by our Directors and they individually and collectively accept full responsibility for the accuracy of the information given in this Prospectus and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and the opinions expressed in this Prospectus are fair and accurate in all material respects as at the date of this Prospectus and that there are no material facts the omission of which would make any statements in the Prospectus misleading and that this Prospectus constitutes full and true disclosure of all material facts about the Invitation and our Group. No person has been or is authorised to give any information or to make any representation not contained in this Prospectus in connection with the Invitation and, if given or made, such information or representation must not be relied upon as having been authorised by us, the Issue Manager and Co-Placement Agent or the Underwriter and Co-Placement Agent. Neither the delivery of this Prospectus and the Application Forms nor the Invitation shall, under any circumstances, constitute a continuing representation or create any suggestion or implication that there has been no change, or development reasonably likely to involve a change, in our affairs, condition or prospects, or all our existing issued Shares and the New Shares, or in the statements of fact or information contained in this Prospectus since the date of this Prospectus. Where such changes occur and are material or are required to be disclosed by law, we will make an announcement of the same to the SGX-ST and the public and, if required, lodge a supplementary or replacement prospectus with the Authority pursuant to Section 241 of the Securities and Futures Act and other applicable provisions of the Securities and Futures Act and take immediate steps to comply with the requirements of the Securities and Futures Act. We will also comply with all other applicable requirements of the Securities and Futures Act and/or any other requirements of the Authority and/or the SGX-ST. All applicants should take note of any such announcements, supplementary or replacement prospectus and, upon the release of the same, shall 14

19 DETAILS OF THE INVITATION be deemed to have notice of such changes. Save as expressly stated in this Prospectus, nothing herein is, or may be relied upon as, a promise or representation as to our future performance or policies. Neither we, the Issue Manager and Co-Placement Agent, the Underwriter and Co-Placement Agent, our Directors, the promoters, the experts nor any other parties involved in the Invitation is making any representation to any person regarding the legality of an investment in our Shares by such person under any investment or other laws or regulations. No information in this Prospectus should be considered to be business, legal or tax advice. Investors should be aware that they may be required to bear the financial risk of an investment in our Shares (including the New Shares) for an indefinite period of time. Each prospective investor should consult his own professional or other advisers for business, financial, legal or tax advice regarding an investment in our Shares (including the New Shares). This Prospectus has been prepared solely for the purpose of the Invitation and may not be relied upon by any other persons other than the applicants in connection with their application for the New Shares or for any other purpose. This Prospectus does not constitute an offer, solicitation or invitation to subscribe for the New Shares in any jurisdiction in which such offer, or solicitation or invitation is unlawful or is not authorised or to any person to whom it is unlawful to make such offer, solicitation or invitation. Our Company is subject to the provisions of the Securities and Futures Act and the Listing Manual regarding corporate disclosure. In particular, if, after this document is lodged but before the close of the Invitation, we become aware of: (a) (b) (c) a false or misleading statement or matter in this Prospectus; an omission from this Prospectus of any information that should have been included in it under Section 243 of the Securities and Futures Act; or a new circumstance that has arisen since this Prospectus was lodged with the Authority which would have been required by Section 243 of the Securities and Futures Act to be included in this Prospectus if it had arisen before this Prospectus was lodged, that is materially adverse from the point of view of an investor, we may lodge a supplementary or replacement prospectus with the Authority pursuant to Section 241 of the Securities and Futures Act. Where prior to the lodgement of the supplementary or replacement prospectus, applications have been made under this Prospectus to subscribe for the New Shares and: (a) where the New Shares have not been issued, our Company shall either: (i) (ii) within two Market Days from the date of lodgement of the supplementary or replacement prospectus, give the applicants notice in writing of how to obtain, or arrange to receive, a copy of the supplementary or replacement prospectus, as the case may be, and provide the applicants with an option to withdraw their applications and take all reasonable steps to make available within a reasonable period the supplementary or replacement prospectus, as the case may be, to the applicants who have indicated that they wish to obtain, or have arranged to receive, a copy of the supplementary or replacement prospectus; within seven days from the date of lodgement of the supplementary or replacement prospectus, give the applicants the supplementary or replacement prospectus, as the case may be, and provide the applicants with an option to withdraw their applications; or 15

20 DETAILS OF THE INVITATION (iii) treat the applications as withdrawn and cancelled, in which case the applications shall be deemed to have been withdrawn and cancelled, and our Company shall within seven days from the date of lodgement of the supplementary or replacement prospectus, return all monies paid in respect of any application to the applicants, without interest or any share of revenue or other benefit arising therefrom and at their own risk, and the applicants will not have any claim against our Company, the Issue Manager and Co-Placement Agent and the Underwriter and Co-Placement Agent; or (b) where the New Shares have been issued, our Company shall either: (i) (ii) (iii) within two Market Days from the date of lodgement of the supplementary or replacement prospectus, give the applicants notice in writing of how to obtain, or arrange to receive, a copy of the supplementary or replacement prospectus and provide the applicants with an option to return to our Company, those securities which they do not wish to retain title in and take all reasonable steps to make available within a reasonable period the supplementary or replacement prospectus, as the case may be, to the applicants who have indicated that they wish to obtain, or have arranged to receive, a copy of the supplementary or replacement prospectus; within seven days from the date of lodgement of the supplementary or replacement prospectus, give the applicants the supplementary or replacement prospectus, as the case may be, and provide the applicants with an option to return the New Shares, which they do not wish to retain title in; or deem the issue as void and refund the applicants payments for the New Shares (without interest or any share of revenue or other benefits arising therefrom and at their own risk) within seven days from the date of lodgement of the supplementary or replacement prospectus An applicant who wishes to exercise his option under paragraph (a)(i) or (a)(ii) to withdraw his application shall, within 14 days from the date of lodgement of the supplementary or replacement prospectus, notify our Company of this, whereupon our Company shall, within seven days from the receipt of such notification, pay to the applicant all monies paid by the applicant on account of his application for those New Shares without interest or any share of revenue or other benefit arising therefrom and at his own risk, and he will not have any claim against our Company, the Issue Manager and Co-Placement Agent and the Underwriter and Co-Placement Agent. An applicant who wishes to exercise his option under paragraph (b)(i) or (b)(ii) to return the New Shares issued to him shall, within 14 days from the date of lodgement of the supplementary or replacement prospectus, notify our Company of this and return all documents, if any, purporting to be evidence of title to those New Shares to our Company, whereupon our Company shall, within seven days from the receipt of such notification and documents, if any, pay to him all monies paid by him for those New Shares, without interest or any share of revenue or other benefit arising therefrom and at his own risk, and the issue of those New Shares shall be deemed to be void, and he will not have any claim against our Company, the Issue Manager and Co-Placement Agent and the Underwriter and Co-Placement Agent. Under the Securities and Futures Act, the Authority may, in certain circumstances issue a stop order (the Stop Order ) to our Company, directing that no or no further Shares to which this document relates, be allotted, issued or sold. Such circumstances will include a situation where this document (a) contains a statement or matter, which in the opinion of the Authority is false or misleading, (b) omits any information that should be included in accordance with the Securities and Futures Act or (c) does not, in the opinion of the Authority, comply with the requirements of the Securities and Futures Act. 16

21 DETAILS OF THE INVITATION Where the Authority issues a Stop Order pursuant to Section 242 of the Securities and Futures Act, and: (a) (b) in the case where the New Shares have not been issued and/or sold to the applicants, the applications for the New Shares pursuant to the Invitation shall be deemed to have been withdrawn and cancelled and our Company shall, within 14 days from the date of the Stop Order, pay to the applicants all monies the applicants have paid on account of their applications for the New Shares without interest or any share of revenue or other benefit arising therefrom; or in the case where the New Shares have been issued and/or sold to the applicants and the issue and/or sale of the New Shares pursuant to the Invitation is required by the Securities and Futures Act to be deemed void, our Company shall, subject to compliance with Singapore laws and our Articles of Association, repurchase the New Shares and our Company shall, within 14 days from the date of the Stop Order, pay to the applicants all monies paid by them for the New Shares without interest or any share of revenue or other benefit arising therefrom. Such monies paid in respect of the applicant s application will be returned to the applicant, in the case of applications for New Shares under the Public Offer, at the applicant s own risk, without interest or any share of revenue or other benefit arising therefrom, and the applicant will not have any claim against us, the Issue Manager and Co-Placement Agent and the Underwriter and Co-Placement Agent. If we are required by applicable Singapore laws to cancel issued New Shares and repay application monies to applicants (including instances where a Stop Order is issued), subject to compliance with our Articles of Association, we will purchase the New Shares at the Invitation Price. Copies of this Prospectus and the Application Forms and envelopes may be obtained on request, subject to availability, during office hours from: PrimePartners Corporate Finance Pte. Ltd. 20 Cecil Street #21-02 Equity Plaza Singapore UOB Kay Hian Private Limited 8 Anthony Road #01-01 Singapore and, where available, from members of the Association of Banks in Singapore, members of the SGX-ST and merchant banks in Singapore. A copy of this Prospectus is also available on: (a) (b) the SGX-ST website: and the Authority s website: The Application List will open at 9.00 a.m. on 22 March 2012 and will remain open until noon on 27 March 2012 or for such further period or periods as our Directors may, in consultation with the Issue Manager and Co-Placement Agent and the Underwriter and Co-Placement Agent decide, subject to any limitation under all applicable laws PROVIDED ALWAYS THAT where a supplementary or replacement prospectus has been lodged with the Authority, the Application List shall be kept open for at least 14 days after the lodgement of the supplementary or replacement prospectus. Details of the procedure for applications to subscribe for the New Shares are set out in Appendix C Terms, Conditions and Procedures for Application and Acceptance to this Prospectus. 17