RESTRUCTURING EXERCISE

The following restructuring exercise was undertaken and completed prior to the Invitation.

Demerger from CBB

On 16 May 2011, our then sole Shareholder, CBB announced a proposed capital reduction to be implemented by way of a distribution in specie of all of our Shares to the shareholders of CBB, which resulted in the demerger of our Company from CBB. On 16 June 2011 at the extraordinary general

specie exercise. On 22 June 2011, we issued and allotted 110,581,479 Shares to CBB at no

consideration to allow orderly distribution of our Shares to the shareholders of CBB, such that each shareholder of CBB was entitled to receive our Shares in the proportion of their shareholding interest in CBB.

In addition, we also issued and allotted to CBB the “A” Preference Share for S$1.00, thus allowing it to reverse the effect of the capital reduction that was completed on 30 June 2011 by giving it the option, as set out in our Articles of Association, to acquire all our issued Shares should this Invitation not proceed by 31 March 2012, the consideration for our Shares would be the issue of 455,240,212 fully paid-up shares in CBB to our Shareholders on a pro rata basis. This option to acquire all our issued Shares by CBB will lapse upon the admission of our Company to the Official List of the SGX-ST and CBB will not be entitled to any claim or liability on our Company upon the lapsing of the “A” Preference Share.

On 30 June 2011, we entered into various agreements with CBB and Cordlife Stem Cell (a wholly-owned subsidiary of CBB) for the co-operation between our Group and the CBB Group as well as to ensure the smooth transition post the demerger. In particular, the Cordlife Stem Cell Technology Co-operation Agreement (as defined below), the ROFR Agreement (as defined below), the Non- Compete Agreement (as defined below) the Co-operation Agreement (as defined below) and the Provision of Service Agreement (as defined below), were negotiated together with the Trademark Agreement (as defined below) to regulate and govern the relationship between the CBB Group and our Group post demerger. Pursuant to their terms, breach of a material obligation under any one of the Non-Compete Agreement, the ROFR Agreement, the Trademark Agreement, the Co-operation Agreement or the Provision of Service Agreement (collectively, the “Relevant Agreements”) which results in their termination will accordingly also lead to the termination of all of the other Relevant Agreements. Please refer to the section titled “Interested Person Transactions” of this Prospectus for further details.

Our Company has entered into the following agreements on 30 June 2011:

(a) a non-compete agreement with CBB, as supplemented on 7 October 2011 and 30 November 2011 (the “Non-Compete Agreement”) for a consideration of S$1.00 pursuant to which our Company agreed not to undertake any activities or carry on any business or trade that competes directly with the business carried on or proposed to be carried on by CBB in Indonesia and the Philippines for a period of three years from 30 June 2011 and in India for a period of five years from 30 June 2011 and CBB agreed not to undertake any activities or carry on any business or trade that competes directly with the business carried on or proposed to be carried on by our Company in Singapore and Hong Kong for a period of three years from 30 June 2011.

The Non-Compete Agreement was entered into on a voluntary basis between our Company and CBB and is conditional upon, among others, the following: (i) there being no change of control in CBB and (ii) no corporate action, legal proceedings or other procedure or step is taken in relation to CBB as to the suspensions of payments, a moratorium of its indebtedness, winding up, among others.

The Non-Compete Agreement prohibits our Company from undertaking any activities or carrying on any business or trade that competes directly with the business carried on or proposed to be carried on by CBB in Indonesia and the Philippines for a period of three years from 30 June 2011 and in India for a period of five years from 30 June 2011. It also prohibits our Company from acquiring other similar existing businesses in these jurisdictions. However, the Non-Compete Agreement does not prohibit our Company from investing in the existing business carried out by Cordlife India by way of the Bonds. In addition, the Non-Compete Agreement does not prohibit,

and is not inconsistent, with our future plan and growth strategy to acquire, if so offered by CBB under the ROFR Agreement, CBB’s entities or operations in the jurisdictions within the scope of the Non-Compete Agreement. Our Company has a first right to acquire these entities or operations pursuant to our rights under the ROFR Agreement and it is envisaged that once Cordlife India turns profitable, our Company, pursuant to the Right of First Refusal, will have the first opportunity to acquire Cordlife India, should CBB decide to dispose of Cordlife India at that time. The Non-Compete Agreement does not prohibit our Company from acquiring the businesses owned by the subsidiaries of CBB, pursuant to the ROFR Agreement, since such acquisitions would not be construed as competing with the CBB subsidiaries. Accordingly, our investment in Cordlife India is therefore not inconsistent with the terms of the Non-Compete Agreement. Post completion of our investment in India, our Company would not be carrying out any business in India but would remain a bondholder of CS Cell Technologies Pte. Ltd., which holds 85.0% of Cordlife India.

The term of the Non-Compete Agreement is the same as the term of the ROFR Agreement in relation to the jurisdictions mentioned above. Upon the expiry or termination of the Non-Compete Agreement, the Trademark Agreement and the ROFR Agreement, our Company may enter into these jurisdictions to compete directly with CBB.

In addition, we have other plans such as increasing our market share in Singapore and Hong Kong, diversifying into secondary and complementary services to widen our revenue streams, and leveraging on the PRC’s high birth rate by collaborating with our PRC partners in respect of PRC mothers delivering in Hong Kong. Accordingly, the Non-Compete Agreement is not expected to have a significant impact on the expansion plans and growth of our Company.

The Non-Compete Agreement is conditional upon the ROFR Agreement and the Trademark Agreement not being terminated;

(b) a right of first refusal agreement with CBB (the “ROFR Agreement”) for a consideration of S$1.00 whereby our Company was granted a right of first refusal to acquire CBB’s cord blood banking business in (i) Indonesia and the Philippines for a period of three years and (ii) in India for a period of five years, from 30 June 2011. This agreement, together with the Non-Compete Agreement which prohibits our Company from undertaking any activities or carrying on any business or trade that competes directly with the business carried on or proposed to be carried on by CBB in Indonesia, the Philippines and India for the relevant periods, was entered into pursuant to our plans in respect of our demerger from CBB, to separate the developing businesses owned by the CBB Group, which required continued cash investments from the developed businesses owned by our Group which were cash-flow positive.

The ROFR Agreement is conditional upon the Non-Compete Agreement and the Trademark Agreement not being terminated;

(c) a trademark licence agreement with CBB (the “Trademark Agreement”) whereby our Company grants to certain subsidiaries of the CBB Group, the non-transferable right and licence (the “Licensed Right”) of certain trademarks owned by our Company for use in, inter alia, Australia, India, the Philippines, Indonesia and Hong Kong. In respect of Hong Kong, where the CBB Group does not have business operations, and Australia, the Licensed Right is only granted to the specific entities of Cordlife Stem Cell and CBB (the “Licensed Entities”), respectively, on a non-exclusive basis. In particular, the Trademark Agreement also permits Cordlife Hong Kong the use of the Licensed Right in respect of its umbilical cord tissue banking services. The grant of the Licensed Right to Cordlife Stem Cell was necessary in view of the fact that the umbilical cord

tissue banking contracts were entered into between the customers and Cordlife Stem Cell. Accordingly, Cordlife Stem Cell would require the Licensed Right in order to conduct its business.

The following table sets out the relevant trademarks (the “Trademarks”) which were granted to subsidiaries of CBB Group pursuant to the Trademark Agreement, namely Cordlife Medical Phils., Inc., PT Cordlife Indonesia, Cordlife India and Cordlife Stem Cell. Our Company is not prohibited to grant such rights and licences to the subsidiaries of CBB. In addition, this was a commercial decision between CBB and our Company and is not against the interests of our Group.

No. Trademark

1. CORDLIFE

2.

3.

The details with respect to the tenure of the Licensed Right are set out as follows:

(a) in respect of Australia and Hong Kong, the expiry of a period of five years from 30 June 2011;

(b) in respect of India, the earlier of (i) the expiry of a period of five years from 30 June 2011 or (ii) the exercise by our Company of its rights pursuant to the ROFR Agreement to acquire the shares of the relevant CBB subsidiary who has business operations in India; or

(c) in respect of Indonesia and the Philippines, the earlier of (i) the expiry of three years from 30 June 2011 or (ii) the exercise by our Company of its rights pursuant to the ROFR Agreement to acquire the shares of the relevant CBB subsidiary who has business operations in either Indonesia and/or the Philippines.

Our Company shall be entitled to terminate the Trademark Agreement upon the occurrence of,

inter alia, the following events:

(a) the termination of the Co-operation Agreement;

(b) a change of control having occurred in any of the Licensed Entities without the prior consent of our Company, whereby change of control refers to (i) any person is or becomes the beneficial owner, directly or indirectly, of issued shares of the Licensed Entity representing 51% or more of the total voting rights in the relevant Licensed Entity or otherwise acquires (by way of itself, or with or through any concert party), control of the relevant Licensed Entity; (ii) the direct or indirect sale or exchange by the shareholders of the relevant Licensed Entity of 51% of the shares of the relevant Licensed Entity; (iii) a merger of consolidation in which the relevant Licensed Entity is a party and in which the shareholders of the relevant Licensed Entity before such ownership change do not retain, directly or indirectly, at least 49% of the

beneficial interest in the voting shares of the relevant Licensed Entity after such transaction; or (iv) an agreement for the sale or disposition by the relevant Licensed Entity of all or substantially all of its assets; or

(c) any corporate action, legal proceedings or other procedure or step taken in relation to CBB or any of the Licensed Entities, as to the suspensions of payments, a moratorium of its indebtedness, winding up, among others.

The arrangement in respect of the Trademark Agreement was made as part of the demerger plans of our Company from CBB and for purposes of furthering the objectives under the Co-operation Agreement. Upon the expiration of the Trademark Agreement, a commercial decision will be made by our Board of Directors as to whether the term of the Trademark Agreement should be extended after taking into consideration the management’s recommendations. In particular, the factors to be considered would include, inter alia, whether the term of the Co-operation Agreement would be extended, whether CBB would be agreeable to pay for its use of such trademark and whether our Company had exercised its rights pursuant to the ROFR Agreement to acquire the business of a CBB subsidiary in the relevant jurisdiction as stipulated in the ROFR Agreement, which would then render the extension of the Trademark Agreement unnecessary in such jurisdictions.

(d) a co-operation agreement (the “Cordlife Stem Cell Technology Co-operation Agreement”) with Cordlife Stem Cell, a wholly-owned subsidiary of CBB, for a consideration of S$1.00 whereby our Group will market and sell umbilical cord tissue banking services with Cordlife Stem Cell to any customer of Cordlife Stem Cell, for a period of 18 months from 30 June 2011, and such customer shall enter into the umbilical cord tissue banking contract directly with Cordlife Stem Cell.

The expertise and know-how for the provision of cord tissue banking services was previously developed by CBB in collaboration with Cellresearch Corporation Pte Ltd (“Cellresearch”), a third party unrelated to the CBB Group, our Group and Cordlife Stem Cell.

As a result of this collaboration, the strategic alliance agreement dated 11 February 2010, as supplemented by the deed of assignment dated 5 April 2011, was entered into. The strategic alliance agreement includes Australia, the city of Beijing, the province of Guangdong, Hong Kong, Indonesia, the Philippines and Singapore on an exclusive basis and Thailand and India on a non-exclusive basis. Our Company does not make any payment in relation to the strategic alliance agreement. Please refer to the section titled “General and Statutory Information — Material Contracts” of this Prospectus for further details on the strategic alliance agreement and the deed of assignment.

CBB has the relevant expertise in relation to umbilical cord tissue banking. Cellresearch, on the other hand, has the expertise and know-how in relation to the isolation, cultivation and/or use of stem or progenitor cells derived from the umbilical cord tissue. Accordingly, the strategic alliance agreement ensures that Cellresearch can provide the aforementioned services in respect of the cord tissue banked by CBB, by virtue of the technology and know-how possessed by them. Pursuant to the Cordlife Stem Cell Technology Co-operation Agreement, we were granted the rights to use certain technology and expertise with respect to umbilical cord tissue banking pursuant to which we were able to provide umbilical cord tissue banking services currently in Hong Kong.

The Cordlife Stem Cell Technology Co-operation Agreement also entitles our Group to be paid commission by the CBB Group, for the marketing and selling of umbilical cord tissue banking services as well as the processing and storage of umbilical cord tissue. Such commission being

equivalent to 70.0% of the total fees paid by the customers to the CBB Group. The commissions payable by the CBB Group accrue on a monthly basis and are paid to our Group on a quarterly basis.

Payments from customers in respect of the umbilical cord tissue banking services would be collected by our Group, on behalf of the CBB Group, subsequent to which it would be paid back to the CBB Group on a quarterly basis after deduction of such amounts, equivalent to the commission payable to us. Such collection services facilitate and provide convenience for customers of the CBB Group as Cordlife Stem Cell does not have any operations in Hong Kong and is thus unable to collect such fees from customers in Hong Kong.

Revenue from umbilical cord tissue banking services in Hong Kong is less than 5.0% of our Group’s total revenue in FY2011 and 1Q2012. Accordingly, our Company is of the view that the umbilical cord tissue banking technology is currently not material to our Company.

Upon the expiration of the aforementioned strategic alliance agreement in February 2013, our Company intends to enter into a similar agreement directly with Cellresearch in respect of the provision of umbilical cord tissue banking services in Singapore and Hong Kong. Accordingly, our Company intends to then cease the grant of the Licensed Right to Cordlife Stem Cell.

The Cordlife Stem Cell Technology Co-operation Agreement is conditional upon the ROFR Agreement and the Trademark Agreement not being terminated;

(e) a co-operation agreement with CBB, as supplemented on 5 January 2012 (the “Co-operation

Agreement”) for a consideration of S$1.00 whereby (i) our Group will market and sell Cord Blood

Banking Services on behalf of the CBB Group to any of our customers who wishes to store cord blood units in Indonesia, India and the Philippines for a period of three years from 30 June 2011 in relation to Indonesia and the Philippines and for a period of five years from 30 June 2011 in relation to India and (ii) the CBB Group will market and sell Cord Blood Banking Services on behalf of our Group to any of its customers who wishes to store cord blood units in Singapore and Hong Kong for a period of three years from 30 June 2011.

For every referral that either (i) our Group refers to the CBB Group or (ii) the CBB Group refers to our Group, each of our Group or CBB Group shall respectively be entitled to receive a commission equivalent to 50.0% of the first instalment payable by customers under the prevailing annual plans. Such commissions are accrued on a monthly basis and are paid on a quarterly basis.

The Co-operation Agreement is conditional upon the ROFR Agreement and the Trademark Agreement not being terminated; and

(f) a provision of service agreement with CBB (the “Provision of Service Agreement”) whereby CBB agrees to provide consulting services that our Company may from time to time require, principally in the areas of quality assurance and information technology, and the scope of such services may expand to include further services that our Company may in future require, for a period of five years from 30 June 2011. The type of information technology services provided by the CBB Group included development of software programmes for data analysis on a project basis and the instances whereby the CBB Group had provided quality assurance advisory services. The payment by our Company to the CBB Group in consideration for its provision of such services is computed based on the man-hour rate of the relevant employee in question that is provided by CBB to our Company or such other rates to be agreed by the CBB and our Company pursuant to the terms of the Provision of Service Agreement.

On 1 January 2012, we ceased all transactions in respect of such services relating to information technology and quality assurance. Please refer to the section titled “Interested Person Transactions — Present Interested Person Transactions which would Cease Prior to or Upon our Listing on the Main Board of the SGX-ST — Provision of Service Agreement between CBB and our Company” for further details.

The Provision of Service Agreement is conditional upon the ROFR Agreement and the Trademark Agreement not being terminated.

Upon the expiration of any one of the Agreements, our Board of Directors will determine whether to extend the term of such Agreement, taking into consideration the management’s recommendations.

On 14 May 2011, CBB and our Company entered into the Bond Deed with the CBB Bond Holder pursuant to which, CBB secured access to working capital of approximately A$7.4 million.

Pursuant to the terms of the Bond Deed, the CBB Bond Holder was granted, inter alia, (a) one option (the “A$0.40 Option”), which is exercisable into 21,800,000 shares in the capital of CBB at the exercise price of A$0.40 per share and (b) the CBB Option, which is exercisable into 21,800,000 Shares, at no consideration. The exercise price in respect of the A$0.40 Option was determined based on