GOLDEN MEDITECH HOLDINGS LIMITED

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. GOLDEN MEDITECH HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability) (Stock Code: 00801) INSIDE INFORMATION: NON-LEGALLY BINDING MEMORANDUM OF UNDERSTANDING IN RESPECT OF A POSSIBLE DISPOSAL OF A NON-WHOLLY OWNED SUBSIDIARY This announcement is made by the Company pursuant to Rule 13.09(2)(a) of the Listing Rules and Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) in relation to disclosure of inside information. Reference is made to the announcement of the Company dated 29 April 2015 whereby it was announced, among other things, that the Proposal Letter was issued by the Company to the board of directors of CCBC to acquire all CCBC Shares which are not already directly or indirectly owned by the Company at an offer price of US$6.40 in cash per CCBC Share. Reference is also made to (i) the announcement of the Company dated 6 August 2015 in relation to, among other things, a non-binding proposal in relation to the offer made by Nanjing Xinjiekou to acquire all of CCBC s China business, including all of CCBC s equity interests in its China subsidiaries and its assets and resources relating to its business in China; and (ii) the announcement of the Company dated 26 October 2015 in relation to a non-legally binding memorandum of understanding between the Company and Nanjing Xinjiekou regarding the CCBC Shares Acquisition. 1

THE NEW MOU The Board wishes to inform the Shareholders and potential investors of the Company that, on 5 November 2015 (after trading hours), the Company and Nanjing Xinjiekou entered into the New MOU pursuant to which Nanjing Xinjiekou proposed to (i) acquire from the Company the Minimum Target CCBC Shares; and (ii) provide assistance, including Possible Financing, to the Company for the CCBC Shares Acquisition as the Company may request. The principal terms of the New MOU are summarized as follows: Date : 5 November 2015 Parties : the Company; and Nanjing Xinjiekou. To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, Nanjing Xinjiekou and its ultimate beneficial owners are Independent Third Parties. Subject Matters Pursuant to the New MOU, Nanjing Xinjiekou proposed to acquire from the Company the Minimum Target CCBC Shares and to provide assistance, including Possible Financing, to the Company for the CCBC Shares Acquisition as the Company may request and subject to agreement of the parties. Consideration and Payment Manner The total consideration for the Possible Disposal (the Total Consideration ) will be subject to further negotiation between the Company and Nanjing Xinjiekou with reference to the valuation of the Minimum Target CCBC Shares, which is preliminarily expected to be not less than RMB7.255 billion (the Expected Valuation ). The Total Consideration is proposed to be settled by Nanjing Xinjiekou issuing its new shares (the Settlement Shares ) representing an amount of not less than RMB4.0 billion and the remaining RMB3.255 billion of the Total Consideration is proposed to be settled by cash (equivalent to a cash consideration of approximately RMB41.4 per Minimum Target CCBC Share). 2

Condition Precedents In respect of Nanjing Xinjiekou, the Possible Transactions and its acceptance of the Expected Valuation are subject to the following conditions:- (i) the Possible Transactions will enable Nanjing Xinjiekou to acquire the Minimum Target CCBC Shares; (ii) the Company being subject to a lock up arrangement whereby it may not transfer the Settlement Shares within 36 months from the date of the issue of the Settlement Shares; (iii) the Company taking effective steps to ensure that the management of CCBC will, for a period of 36 months, not resign from CCBC; and (iv) the Company providing a profit guarantee to Nanjing Xinjiekou in respect of CCBC (x) for the twelve months ending 31 December 2015; and (y) for a minimum 10% annual growth in profit for the twelve months ending 31 December 2016 and 2017 respectively. In respect of the Company, the Possible Transactions and its acceptance of the Expected Valuation are subject to the following conditions:- (i) Nanjing Xinjiekou having provided loan or financing for the CCBC Shares Acquisition as requested by the Company (as the case may be) and agreed by the parties; (ii) neither the appraised value of the Minimum Target CCBC Shares nor the Total Consideration will be less than the amount of the Expected Valuation; (iii) the market value of the Settlement Shares at the relevant price determination date will not be less than RMB4.0 billion and the remaining RMB3.255 billion of the Total Consideration shall be settled by cash (equivalent to a cash consideration of approximately RMB41.4 per Minimum Target CCBC Share) ; (iv) Nanjing Xinjiekou maintaining its listing status on the Shanghai Stock Exchange; and (v) the board of directors of Nanjing Xinjiekou having resolved not to vary the existing operational strategy and business model of CCBC within 36 months from the date of completion of the Possible Disposal. 3

Effective Period and Exclusivity The New MOU shall be effective for a period of six months from the date of signing (the Effective Period ). The Effective Period may be extended by mutual agreement of the Company and Nanjing Xinjiekou. During the Effective Period, the Company shall not enter into any discussion, negotiation or transaction with any party other than Nanjing Xinjiekou in relation to the sale or disposition of the Minimum Target CCBC Shares. PRIVATISATION OF CCBC For purposes of the CCBC Shares Acquisition, Nanjing Xinjiekou proposes a preliminary valuation of RMB1.745 billion, for the CCBC Shares that are currently owned by the management team and other minority shareholders of CCBC, representing approximately RMB41.4 in cash per CCBC Share. NATURE OF THE NEW MOU The New MOU does not constitute any legally binding commitment in respect of the Possible Transactions, save for the clauses relating to Effective Period and exclusivity, confidentiality and laws and jurisdiction. The Possible Transactions are subject to the negotiation, execution and completion of a formal legally binding agreement, if any. INFORMATION ON NANJING XINJIEKOU Nanjing Xinjiekou is a company incorporated in the PRC with limited liability and listed on the Shanghai Stock Exchange. REASONS FOR ENTERING INTO THE NEW MOU The Directors consider that the entering into of the New MOU will help the Company facilitate the CCBC Shares Acquisition by securing funding from the Possible Financing and securing a gain to the Company from the Possible Disposal. As at the date of this announcement, it is the intention of the Company to continue pursuing the CCBC Shares Acquisition contemplated by the Proposal Letter. However, the New MOU provides possible alternative for the Company to secure more benefits for the Group. Accordingly, the Directors are of the view that the entering into of the New MOU is in the interest of the Company and the shareholders of the Company as a whole. 4

There is no assurance that the Possible Transactions will either materialise or eventually be consummated. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company. DEFINITIONS In this announcement, unless the context otherwise requires, the following terms shall have the following meanings: Board CCBC CCBC Conversion Share(s) CCBC Share(s) CCBC Shares Acquisition CGL CGL Acquisition the board of Directors China Cord Blood Corporation, a company incorporated in the Cayman Islands with limited liability, a non-wholly-owned subsidiary of the Company and whose shares are listed on the NYSE new CCBC Share(s) to be issued upon conversion of the Magnum CN, the CGL CN and/or the Excellent CN at the Conversion Price, as the case may be ordinary share(s) of US$0.0001 per share in the share capital of CCBC the proposed acquisition by the Company or one of its controlled affiliates of the outstanding CCBC Shares not currently owned by the Company or its affiliates pursuant to a merger of CCBC with a controlled affiliate of the Company, resulting in a delisting of CCBC from the NYSE Cordlife Group Limited, a company incorporated under the laws of Singapore with limited liability and whose shares are listed on the Singapore Exchange Securities Trading Limited the acquisition of the CGL CN and the CGL CCBC Shares by the Company pursuant to the CGL Agreement CGL Agreement the conditional sale and purchase agreement dated 8 May 2015 entered into between the Company and CGL in respect of the CGL Acquisition 5

CGL CCBC Shares CGL CN CGL CN Conversion Shares all the CCBC Shares beneficially owned, directly or indirectly, by CGL immediately before the completion of the CGL Agreement, being 7,314,015 CCBC Shares the 7% senior convertible note issued by CCBC due October 2017 in an aggregate outstanding principal amount of US$25,000,000 convertible into the CCBC Conversion Shares to be acquired by the Company pursuant to the CGL Agreement 8,809,020 CCBC Conversion Shares to be issued upon full conversion of the CGL CN at the Conversion Price Company Golden Meditech Holdings Limited, a company incorporated in the Cayman Islands with limited liability and whose shares are listed on the main board of the Stock Exchange Conversion Price Director(s) US$2.838 per CCBC Conversion Share director(s) of the Company Excellent Excellent China Healthcare Investment Limited, a company incorporated in the Cayman Islands with limited liability which is indirectly wholly owned by Mr. Kam Excellent Agreement the conditional sale and purchase agreement dated 3 November 2015 entered into between the Company and Excellent in respect of the Excellent CN Acquisition Excellent CN Excellent CN Acquisition Excellent CN Conversion Shares the 7% senior convertible note issued by CCBC due April 2017 in an aggregate outstanding principal amount of US$65,000,000 convertible into the CCBC Conversion Shares to be acquired by the Company pursuant to the Excellent Agreement the acquisition of the Excellent CN by the Company pursuant to the Excellent Agreement 22,903,454 CCBC Conversion Shares to be issued upon full conversion of the Excellent CN at the Conversion Price 6

Group HK$ Hong Kong Independent Third Parties Listing Rules the Company and its subsidiaries Hong Kong dollar, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC a party(ies) independent of and not connected with the Company and its connected persons (as defined under the Listing Rules) the Rules Governing the Listing of Securities on the Stock Exchange Magnum Magnum Opus International Holdings Limited, a company incorporated under the laws of the BVI with limited liability which is wholly-owned by Mr. Kam Magnum Agreement the conditional sale and purchase agreement dated 8 May 2015 entered into between the Company and Magnum in respect of the Magnum CN Acquisition Magnum CN Magnum CN Acquisition Magnum CN Conversion Shares Minimum Target CCBC Shares the 7% senior convertible note issued by CCBC due October 2017 in an aggregate outstanding principal amount of US$25,000,000 convertible into the CCBC Conversion Shares to be acquired by the Company pursuant to the Magnum Agreement the acquisition of the Magnum CN by the Company pursuant to the Magnum Agreement 8,809,020 CCBC Conversion Shares to be issued upon full conversion of the Magnum CN at the Conversion Price collectively the CGL CN Conversion Shares, the Excellent CN Conversion Shares, the Magnum CN Conversion Shares, the CGL CCBC Shares and 30,681,266 CCBC Shares held by the Group as at the date of this announcement, which, in aggregate, represents approximately 65.1% of the enlarged issued share capital of CCBC on a fully diluted basis 7

Mr. Kam Mr. Kam Yuen, an executive Director and chairman of the Company Nanjing Xinjiekou Nanjing Xinjiekou Department Store Co., Ltd.* ( ) New MOU NYSE Possible Disposal Possible Financing Possible Transactions PRC the non-legally binding memorandum of understanding dated 5 November 2015 entered into between the Company and Nanjing Xinjiekou setting out the preliminary terms for the Possible Transactions the New York Stock Exchange, Inc. or any successor thereto the possible disposal of the Minimum Target CCBC Shares to Nanjing Xinjiekou by the Company as contemplated under the New MOU the possible grant of financing by Nanjing Xinjiekou to the Company for the CCBC Shares Acquisition as contemplated under the New MOU collectively the Possible Disposal and the Possible Financing the People s Republic of China, and for the purpose of this announcement, excluding Hong Kong, Macau and Taiwan Proposal Letter the non-binding proposal letter dated 27 April 2015 issued by the Company to the board of directors of CCBC in relation to acquiring all the CCBC Shares which are not already directly or indirectly owned by the Company at US$6.40 in cash per CCBC Share RMB Share(s) Shareholder(s) Stock Exchange Renminbi, the lawful currency of the PRC ordinary share(s) of HK$0.20 each in the share capital of the Company as at the date of this announcement holder(s) of the Share(s) The Stock Exchange of Hong Kong Limited 8

US$ United States dollars, the lawful currency of the United States of America % per cent By Order of the Board Golden Meditech Holdings Limited KAM Yuen Chairman Hong Kong, 5 November 2015 As at the date of this announcement, the Board comprises 9 directors. The executive Directors are Mr. Kam Yuen (Chairman), Mr. Kong Kam Yu and Mr. Yu Kwok Kuen, Harry, the non-executive Directors are Ms. Zheng Ting and Mr. Gao Yue and the independent non-executive Directors are Prof. Cao Gang, Mr. Feng Wen, Prof. Gu Qiao and Mr. Daniel Foa. *for identification purpose only 9