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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cellular Biomedicine Group Inc | NASDAQ:CBMG | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 19.74 | 19.74 | 19.80 | 0 | 01:00:00 |
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Andrew Chan
Cellular Biomedicine Group, Inc.
209 Perry Parkway, Suite 13
Gaithersburg, Maryland 20877
(301) 825-5320
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Xin Huang
CBMG Holdings
Room 3501, 35th floor, K. Wah Centre, No. 1010,
Middle Huaihai Rd.
Shanghai 200031, China
+852 2516 6363
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a.
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☒
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The
filing of solicitation materials or an information statement
subject to Regulation 14A (§§240.14a-1 through
240.14b-2), Regulation 14C (§§240.14c-1 through
240.14c-101) or Rule 13e-3(c) ((§§240.13e-3(c)) under the
Securities Exchange Act of 1934.
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b.
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☐
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The
filing of a registration statement under the Securities Act of
1933.
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c.
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☐
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A
tender offer.
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d.
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☐
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None of
the above.
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Transaction Valuation*
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Amount of Filing Fee**
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$217,011,577.27
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$23,675.96
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(a)(1)
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Definitive
Proxy Statement of Cellular Biomedicine Group, Inc. (the
“Proxy Statement”) (incorporated herein by reference to
the Schedule 14A filed concurrently with the U.S. Securities and
Exchange Commission).
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(a)(2)
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Form of
Proxy Card (incorporated herein by reference to the Proxy
Statement).
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(a)(3)
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Letter
to Cellular Biomedicine Group, Inc. Stockholders (incorporated
herein by reference to the Proxy Statement).
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(a)(4)
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Notice
of Special Meeting of Stockholders (incorporated herein by
reference to the Proxy Statement).
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Press
Release issued by Cellular Biomedicine Group, Inc., dated
August 12, 2020 (incorporated herein by reference to Exhibit
99.1 to Cellular Biomedicine Group, Inc.’s Current Report on
Form 8-K filed with the U.S. Securities and Exchange Commission on
August 12, 2020).
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Letter
to Employees, dated August 12, 2020 (incorporated herein by
reference to Cellular Biomedicine Group, Inc.’s Schedule 14A
filed with the U.S. Securities and Exchange Commission on
August 12, 2020).
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Cellular
Biomedicine Group, Inc.’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2019 filed on February 28,
2020 (incorporated herein by reference).
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Cellular
Biomedicine Group, Inc.’s Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2020 filed on May 6, 2020
(incorporated herein by reference).
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Cellular
Biomedicine Group, Inc.’s Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2020 filed on
August 12, 2020 (incorporated herein by
reference).
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Cellular
Biomedicine Group, Inc.’s Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2020 filed on November 9,
2020 (incorporated herein by reference).
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Cellular
Biomedicine Group, Inc.’s Supplement to the Proxy Statement
filed with the U.S. Securities and Exchange Commission on January
26, 2021 pursuant to Rule 14a-12 (incorporated herein by
reference).
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Cellular
Biomedicine Group, Inc.’s Supplement to the Proxy Statement
filed with the U.S. Securities and Exchange Commission on January
28, 2021 pursuant to Rule 14a-12 (incorporated herein by
reference).
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Cellular
Biomedicine Group, Inc.’s Current Report on Form 8-K filed
with the U.S. Securities and Exchange Commission on January 29,
2021 (incorporated herein by reference).
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Cellular
Biomedicine Group, Inc.’s Supplement to the Proxy Statement
filed with the U.S. Securities and Exchange Commission on February
1, 2021 pursuant to Rule 14a-12 (incorporated herein by
reference).
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Press
Release issued by Cellular Biomedicine Group, Inc., dated February
8, 2021 (incorporated herein by reference to Exhibit 99.1 to
Cellular Biomedicine Group, Inc.’s Current Report on Form 8-K
filed with the U.S. Securities and Exchange Commission on February
8, 2021).
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(a)(16)
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Press
Release issued by Cellular Biomedicine Group, Inc., dated February
19, 2021 (incorporated herein by reference
to Exhibit 99.1 to Cellular Biomedicine Group, Inc.’s Current
Report on Form 8-K filed with the U.S. Securities and Exchange
Commission on February 19, 2021).
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(c)(1)
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Opinion
of Jefferies LLC, dated August 10, 2020 (incorporated herein
by reference to Annex B of the Proxy Statement).
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Discussion
Materials of Jefferies LLC dated March 22, 2020.*
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Discussion
Materials of Jefferies LLC dated July 24, 2020.*
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Presentation
of Jefferies LLC dated August 10, 2020.*
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(d)(1)
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Agreement
and Plan of Merger, dated as of August 11, 2020, by and among
CBMG Holdings, CBMG Merger Sub Inc. and Cellular Biomedicine Group,
Inc. (incorporated herein by reference to Annex A of the Proxy
Statement).
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Equity
Commitment Letter, dated as of August 11, 2020, by and between
Tony (Bizuo) Liu and CBMG Holdings (incorporated herein by
reference to Exhibit 14 to Amendment No. 5 to Mr. Tony
(Bizuo) Liu’s Schedule 13D filed with the U.S. Securities and
Exchange Commission on August 12, 2020).
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Equity
Commitment Letter, dated as of August 11, 2020, by and between
Yunfeng Fund III, L.P. and CBMG Holdings (incorporated herein by
reference to Exhibit 15 to Amendment No. 5 to Mr. Tony
(Bizuo) Liu’s Schedule 13D filed with the U.S. Securities and
Exchange Commission on August 12, 2020).
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Equity
Commitment Letter, dated as of August 11, 2020, by and between
TF Capital Fund III L.P. and CBMG Holdings (incorporated herein by
reference to Exhibit 16 to Amendment No. 5 to Mr. Tony
(Bizuo) Liu’s Schedule 13D filed with the U.S. Securities and
Exchange Commission on August 12, 2020).
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Equity
Commitment Letter, dated as of August 11, 2020, by and between
Velvet Investment Pte. Ltd. and CBMG Holdings (incorporated herein
by reference to Exhibit 17 to Amendment No. 5 to Mr. Tony
(Bizuo) Liu’s Schedule 13D filed with the U.S. Securities and
Exchange Commission on August 12, 2020).
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Limited
Guarantee of Tony (Bizuo) Liu, dated as of August 11, 2020, by
and between Tony (Bizuo) Liu and Cellular Biomedicine Group, Inc.
(incorporated herein by reference to Exhibit 19 to Amendment
No. 5 to Mr. Tony (Bizuo) Liu’s Schedule 13D filed
with the U.S. Securities and Exchange Commission on August 12,
2020).
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Limited
Guarantee of Yunfeng Fund III, L.P., dated as of August 11,
2020, by and between Yunfeng Fund III, L.P. and Cellular
Biomedicine Group, Inc. (incorporated herein by reference to
Exhibit 20 to Amendment No. 5 to Mr. Tony (Bizuo)
Liu’s Schedule 13D filed with the U.S. Securities and
Exchange Commission on August 12, 2020).
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Limited
Guarantee of TF Capital Fund III L.P., dated as of August 11,
2020, by and between TF Capital Fund III L.P. and Cellular
Biomedicine Group, Inc. (incorporated herein by reference to
Exhibit 21 to Amendment No. 5 to Mr. Tony (Bizuo)
Liu’s Schedule 13D filed with the U.S. Securities and
Exchange Commission on August 12, 2020).
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Limited
Guarantee of Velvet Investment Pte. Ltd., dated as of
August 11, 2020, by and between Velvet Investment Pte. Ltd.
and Cellular Biomedicine Group, Inc. (incorporated herein by
reference to Exhibit 22 to Amendment No. 5 to Mr. Tony
(Bizuo) Liu’s Schedule 13D filed with the U.S. Securities and
Exchange Commission on August 12, 2020).
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Interim
Investors Agreement, dated as of August 11, 2020, by and among
CBMG Holdings, CBMG Merger Sub Inc. and the Consortium Rollover
Stockholders (incorporated herein by reference to Exhibit 23 to
Amendment No. 5 to Mr. Tony (Bizuo) Liu’s Schedule
13D filed with the U.S. Securities and Exchange Commission on
August 12, 2020).
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Rollover
and Support Agreement, dated as of August 11, 2020, by and
among CBMG Holdings, CBMG Merger Sub Inc., Tony (Bizuo) Liu, Yihong
Yao, Li (Helen) Zhang, Chengxiang (Chase) Dai, Dangdai
International Group Co., Limited, Mission Right Limited, Wealth Map
Holdings Limited, Earls Mill Limited, OPEA SRL, Maplebrook Limited,
Full Moon Resources Limited, Viktor Pan and Zheng Zhou
(incorporated herein by reference to Exhibit 18 to Amendment
No. 5 to Mr. Tony (Bizuo) Liu’s Schedule 13D filed
with the U.S. Securities and Exchange Commission on August 12,
2020).
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Rollover
and Support Agreement, dated as of August 11, 2020, by and
among CBMG Holdings, CBMG Merger Sub Inc. and Novartis Pharma AG
(incorporated herein by reference to Exhibit 99.4 to Novartis
AG’s and Novartis Pharma AG’s Schedule 13D filed with
the U.S. Securities and Exchange Commission on August 14,
2020).
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Loan
Agreement, dated as of January 28, 2020, between Cellular
Biomedicine Group, Inc. and Winsor Capital Limited (incorporated
herein by reference to Exhibit 10.1 to Cellular Biomedicine Group,
Inc.’s Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission on January 29,
2020).
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Convertible
Promissory Note, dated as of January 28, 2020, issued by
Cellular Biomedicine Group, Inc. to Winsor Capital
Limited.*
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Amendment
Letter, dated as of August 11, 2020, to the Loan Agreement
between Winsor Capital Limited and Cellular Biomedicine Group, Inc.
dated January 28, 2020 and to the Convertible Promissory Note
issued by Cellular Biomedicine Group, Inc. to Winsor Capital
Limited, dated January 30, 2020 (incorporated herein by
reference to Exhibit 24 to Amendment No. 5 to Mr. Tony
(Bizuo) Liu’s Schedule 13D filed with the U.S. Securities and
Exchange Commission on August 12, 2020).
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Loan
Agreement, dated as of August 11, 2020, between Yunfeng
Capital Limited and Cellular Biomedicine Group, Inc. (incorporated
herein by reference to Exhibit 10.1 to Cellular Biomedicine Group,
Inc.’s Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission on August 12,
2020).
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Convertible
Promissory Note, dated as of August 14, 2020, issued by
Cellular Biomedicine Group, Inc. to Yunfeng Capital
Limited.*
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Share
Purchase Agreement, dated as of September 25, 2018, by and
among Novartis Pharma AG, Cellular Biomedicine Group, Inc. and
Shanghai Cellular Biopharmaceutical Group Ltd. (incorporated herein
by reference to Exhibit 10.2 to Cellular Biomedicine Group,
Inc.’s Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission on September 27,
2018).
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Registration
Rights Agreement, dated as of September 26, 2018, by and
between Novartis Pharma AG and Cellular Biomedicine Group, Inc.
(incorporated herein by reference to Exhibit 4.1 to Cellular
Biomedicine Group, Inc.’s Current Report on Form 8-K filed
with the U.S. Securities and Exchange Commission on
September 27, 2018).
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License
and Collaboration Agreement, dated as of September 25, 2018,
by and among Novartis Pharma AG, Cellular Biomedicine Group, Inc.,
Cellular Biomedicine Group HK Ltd., Cellular Biomedicine Group
(Wuxi) Ltd., Cellular Biomedicine Group (Shanghai) Ltd. and
Shanghai Cellular Biopharmaceutical Group Ltd. (incorporated herein
by reference to Exhibit 10.1 to Cellular Biomedicine Group,
Inc.’s Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission on September 27,
2018).
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Toll
Manufacturing and Supply Agreement, dated as of December 21,
2018, by and among Beijing Novartis Pharma Co., Ltd., Novartis
Pharma AG, Shanghai Cellular Biopharmaceutical Group Ltd. and
Cellular Biomedicine Group, Inc. (incorporated herein by reference
to Exhibit 10.1 to Cellular Biomedicine Group, Inc.’s Current
Report on Form 8-K filed with the U.S. Securities and Exchange
Commission on December 28, 2018).
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License
and Collaboration Agreement Waiver, dated as of August 11,
2020, delivered by Novartis Pharma AG (incorporated herein by
reference to Exhibit 99.5 to Novartis AG’s and Novartis
Pharma AG’s Schedule 13D filed with the U.S. Securities and
Exchange Commission on August 14, 2020).
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Supply
Agreement Waiver, dated as of August 11, 2020, delivered by
Novartis Pharma AG and Beijing Novartis Pharma Co., Ltd.
(incorporated herein by reference to Exhibit 99.6 to Novartis
AG’s and Novartis Pharma AG’s Schedule 13D filed with
the U.S. Securities and Exchange Commission on August 14,
2020).
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Loan
Agreement, dated as of October 23, 2020, between Cellular
Biomedicine Group, Inc. and TFI I Ltd. (incorporated herein by
reference to Exhibit 10.1 to Cellular Biomedicine Group
Inc.’s Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission on October 26,
2020).
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Convertible
Promissory Note, dated as of October 28, 2020, issued by Cellular
Biomedicine Group, Inc. to TF I Ltd.**
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Loan
Agreement, dated as of October 23, 2020, between Cellular
Biomedicine Group, Inc. and Yunfeng Capital Limited (incorporated
herein by reference to Exhibit 10.2 to Cellular Biomedicine Group,
Inc.’s Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission on October 26,
2020).
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Convertible
Promissory Note, dated as of October 30, 2020, issued by Cellular
Biomedicine Group, Inc. to Yunfeng Capital Limited.**
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(f)
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Section 262
of the General Corporation Law of the State of Delaware
(incorporated herein by reference to Annex C of the Proxy
Statement).
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CELLULAR
BIOMEDICINE GROUP, INC.
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By:
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/s/
Andrew Chan
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Name:
Andrew Chan
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Title:
Chief Legal Officer
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CBMG
HOLDINGS
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By:
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/s/ Xin
Huang
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Name:
Xin Huang
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Title:
Director
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CBMG
MERGER SUB INC.
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By:
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/s/ Xin
Huang
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Name:
Xin Huang
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Title:
Director
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YUNFENG
FUND III, L.P.
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By:
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/s/ Xin
Huang
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Name:
Xin Huang
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Title:
Authorized Signatory
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YUNFENG
INVESTMENT III, LTD.
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By:
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/s/ Xin
Huang
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Name:
Xin Huang
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Title:
Authorized Signatory
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YUNFENG
CAPITAL LIMITED
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By:
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/s/ Xin
Huang
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Name:
Xin Huang
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Title:
Authorized Signatory
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TF
CAPITAL RANOK LTD.
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By:
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/s/
Chiang Chen Hsiu-Lien
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Name:
Chiang Chen Hsiu-Lien
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Title:
Director
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TF
CAPITAL FUND III L.P.
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By:
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/s/
Chiang Chen Hsiu-Lien
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Name:
Chiang Chen Hsiu-Lien
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Title:
Director
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WINSOR
CAPITAL LIMITED
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By:
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/s/
Chiang Chen Hsiu-Lien
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Name:
Chiang Chen Hsiu-Lien
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Title:
Director
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TF I
LTD.
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By:
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/s/
Chiang Chen Hsiu-Lien
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Name:
Chiang Chen Hsiu-Lien
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Title:
Director
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TONY
(BIZUO) LIU
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By:
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/s/
Tony (Bizuo) Liu
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YIHONG
YAO
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By:
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/s/
Yihong Yao
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LI
(HELEN) ZHANG
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By:
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/s/ Li
(Helen) Zhang
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CHENGXIANG
(CHASE) DAI
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By:
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/s/
Chengxiang (Chase) Dai
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DANGDAI
INTERNATIONAL GROUP CO., LIMITED
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By:
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/s/
Chen Jie
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Name:
Chen Jie
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Title:
Executive Vice President
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MISSION
RIGHT LIMITED
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By:
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/s/
Chiu Tao
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Name:
Chiu Tao
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Title:
Director
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WEALTH
MAP HOLDINGS LIMITED
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By:
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/s/
James Xiao Dong Liu
|
Name:
James Xiao Dong Liu
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Title:
Director
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EARLS
MILL LIMITED
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By:
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/s/
James Xiao Dong Liu
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Name:
James Xiao Dong Liu
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Title:
Director
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SAILING
CAPITAL OVERSEAS INVESTMENTS FUND, L.P.
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By:
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/s/
James Xiao Dong Liu
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Name:
James Xiao Dong Liu
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Title:
Chairman
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SAILING
CAPITAL OVERSEAS INVESTMENTS GP, LTD
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By:
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/s/
James Xiao Dong Liu
|
Name:
James Xiao Dong Liu
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Title:
Chairman
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OPEA
SRL
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By:
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/s/
Edoardo Fontana
|
Name:
Edoardo Fontana
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Title:
Managing Director
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MAPLEBROOK
LIMITED
For and
on behalf of BUKIT MERAH LIMITED
Corporate
Director
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By:
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/s/
Edrie Yin
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Name:
Edrie Yin
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Title:
Authorized Signatory
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By:
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/s/
Jean-Marc Rentsch
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Name:
Jean-Marc Rentsch
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Title:
Authorized Signatory
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FULL
MOON RESOURCES LIMITED
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By:
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/s/ Pak
To Leung
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Name:
Pak To Leung
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Title:
Director
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VIKTOR
PAN
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By:
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/s/
Viktor Pan
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ZHENG
ZHOU
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By:
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/s/
Zheng Zhou
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NOVARTIS
AG
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By:
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/s/
Richard Pulik
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Name:
Richard Pulik
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Title:
As Attorney
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By:
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/s/
Benjamin Brod
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Name:
Benjamin Brod
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Title:
As Attorney
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NOVARTIS
PHARMA AG
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By:
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/s/
Susanne Kreutz
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Name:
Susanne Kreutz
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Title:
As Attorney
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By:
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/s/
Jean-Baptiste Leray
|
Name:
Jean-Baptiste Leray
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|
Title:
As Attorney
|
1 Year Cellular Biomedicine Chart |
1 Month Cellular Biomedicine Chart |
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