PW Medtech : MAJOR TRANSACTION AND INSIDE I

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.

This announcement is for information purposes only and does not constitute an invitation or solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement and the information herein do not constitute or form a part of any offer or solicitation to purchase, subscribe or sell securities in the United States.

PW MEDTECH GROUP LIMITED

普 華 和 順 集 團 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1358)

MAJOR TRANSACTION AND INSIDE INFORMATION

DISPOSAL OF CBPO SHARES,

ENTERING INTO THE CONSORTIUM AGREEMENT

AND SUBMISSION OF THE PRELIMINARY NON-BINDING PRIVATIZATION

PROPOSAL

This announcement is made by the Company pursuant to Rule 13.09(2)(a) of the Listing Rules, Chapter 14 of the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the SFO.

THE SHARE PURCHASE AGREEMENT

On September 18, 2019 (after trading hours), the Company and Centurium entered into the Share Purchase Agreement, pursuant to which the Company has conditionally agreed to sell and Centurium has conditionally agreed to purchase 1,000,000 CBPO Shares, at the Sale Price of US$101.0 per CBPO Share. The aggregate Sale Price for the CBPO Shares to be sold by the Company shall be US$101.0 million. The Sale Price is subject to adjustment according to the Price Adjustment Mechanism.

Immediately prior to the entering into the Share Purchase Agreement, the Company holds 16.52% equity interest in CBPO. Upon completion of the Disposal, and assuming no other changes to the current share capital and shareholding structure of CBPO, such shareholding percentage of the Company in CBPO will decrease to 13.91%.

While the consummation of the Share Purchase Agreement is subject to various conditions precedent, it is not conditioned on the completion of the Acquisition or the Privatization Proposal.

- 1 -

THE CONSORTIUM AGREEMENT

On September 18, 2019 (after trading hours), the Company entered into the Consortium Agreement with other Initial Consortium Members, pursuant to which the parties to the Consortium Agreement propose to form a consortium to undertake the Privatization Proposal.

Pursuant to the Privatization Proposal, the Consortium members or their affiliates (as defined in the Consortium Agreement) propose to acquire all of the outstanding CBPO Shares not already owned by the Consortium, and Centurium shall incorporate an Acquisition Holdco under the laws of the Cayman Islands. Upon completion of the Privatization Proposal, Acquisition Holdco is expected to hold, either directly or indirectly, 100% of the equity interest of CBPO.

PROPOSAL LETTER

Immediately following the signing of the Consortium Agreement, the Consortium members have delivered the Proposal Letter to CBPO. Among other terms, the Proposal Letter has stated that the consideration payable for each CBPO Share under the Privatization Proposal will be US$120 in cash (other than those CBPO Shares held by the Consortium members that may be rolled over in connection with the Acquisition). The Proposal Letter does not constitute any binding commitment with respect to the Acquisition.

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio (as defined in Rule 14.07 of the Listing Rules) in respect of the Disposal is more than 25% but less than 75%, the Disposal constitutes a major transaction of the Company, and is therefore subject to the reporting, announcement, circular and shareholders' approval requirements under Chapter 14 of the Listing Rules. In the event that the Sale Price is adjusted according to the Price Adjustment Mechanism, the Disposal may be classified as a higher class transaction under Chapter 14 of the Listing Rules, and in such case the Company will comply with any additional requirements of such higher class transaction in accordance with the provisions of the Listing Rules as soon as practicable.

If the Privatization Proposal materializes and the definitive agreement in connection therewith is entered into, the Company will comply with applicable provisions of the Listing Rules in respect of the Privatization Proposal and the Acquisition as soon as practicable.

EXTRAORDINARY GENERAL MEETING

The Company will hold an extraordinary general meeting to approve the Share Purchase Agreement and the Disposal. A circular containing, among others, further details of the Share Purchase Agreement and the Disposal and the notice convening the extraordinary general meeting is expected to be dispatched to the Shareholders on or before October 11, 2019.

- 2 -

The completion of the Share Purchase Agreement and the Disposal is subject to the satisfaction and/or waiver of the conditions precedent therein, and the Privatization Proposal and the Acquisition are subject to the entering into of definitive agreements with CBPO. In addition, the Consortium Agreement may be terminated in certain circumstances. As the transactions envisaged under the Share Purchase Agreement, the Consortium Agreement and the Proposal Letter may or may not materialize, Shareholders and investors are advised to exercise caution when dealing in the securities of the Company.

This announcement is made by the Company pursuant to Rule 13.09(2)(a) of the Listing Rules, Chapter 14 of the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the SFO.

1. SHARE PURCHASE AGREEMENT Background
   The Board would like to announce that, on September 18, 2019 (after trading hours), the Company and Centurium entered into the Share Purchase Agreement, pursuant to which the Company has conditionally agreed to sell, and Centurium has conditionally agreed to purchase, 1,000,000 CBPO Shares.
   Principal Terms of the Share Purchase Agreement
   The principal terms of the Share Purchase Agreement are summarized as below:
   Date
   September 18, 2019
   Parties
2. 1. the Company; and
   2. Centurium.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, Centurium and its ultimate beneficial owner, if any, are third parties independent of the Company and its connected persons.

Subject Matter and Consideration

Pursuant to the Share Purchase Agreement the Company has conditionally agreed to sell and Centurium has conditionally agreed to purchase 1,000,000 CBPO Shares, at the Sale Price of US$101.0 per CBPO Share, which was determined after arm's length negotiations between the

- 3 -

Company and Centurium. The aggregate Sale Price for the CBPO Shares to be sold by the Company shall be US$101.0 million. The Sale Price is subject to adjustment according to the Price Adjustment Mechanism.

Immediately prior to the entering into of the Share Purchase Agreement, the Company holds 16.52% equity interest in CBPO. Upon completion of the Disposal, such shareholding percentage of the Company in CBPO will decrease to 13.91%, assuming there are no other changes in the current share capital and shareholding structure of CBPO.

While the consummation of the Share Purchase Agreement is subject to various conditions precedent, it is not conditioned on the completion of the Acquisition or the Privatization Proposal.

Price Adjustment Mechanism

In the event that (A) (i) the Acquisition is consummated; or (ii) (x) the definitive agreement for the Acquisition is executed but subsequently terminated pursuant to the terms thereof and (y) a take- private transaction in respect of CBPO other than the Acquisition is consummated within 12 months from such termination and (z) none of the CBPO Shares held by Centurium is rolled over, and (B) the per CBPO Share consideration paid or payable in a fully executed definitive agreement for the Acquisition is greater than the Sale Price, Centurium shall deliver, or cause to be delivered the shortfall to the Company in an amount equal to the product of (i) the number of Sale Shares multiplied by (ii) the excess of (1) the per CBPO Share consideration paid or payable in the fully executed definitive agreement for the Acquisition over (2) the Sale Price.

Closing

The closing of the Disposal shall take place on the date that is the fifth business day following the date on which all the conditions precedent set out in the Share Purchase Agreement are satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions at the closing) or such other date as may be agreed by the Company and Centurium.

Conditions Precedent

The obligations of the Company to consummate the closing of the Disposal are subject to the following conditions, among others:

1. the definitive agreement for the Acquisition shall have been entered into;
2. all consents or waivers necessary for the Company to consummate the Disposal shall have been obtained and remain valid;
3. Shareholders shall have duly approved the transactions contemplated in the Share Purchase Agreement at an extraordinary general meeting of the Company in accordance with requirements of the Listing Rules and the organizational documents of the Company;

- 4 -

1. the Company shall remain as an Initial Consortium Member; and
2. no provision of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, shall prohibit the consummation of the closing of the Disposal.

The obligations of Centurium to consummate the closing of the Disposal are subject to the following conditions, among others:

1. the definitive agreement for the Acquisition shall have been entered into;
2. all consents or waivers necessary for Centurium to consummate the Disposal shall have been obtained and remain valid; and
3. no provision of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, shall prohibit the consummation of the closing of the Disposal.

Termination

The Share Purchase Agreement may be terminated prior to the closing (1) by mutual written consent of the Company and Centurium, or (2) by the Company or by Centurium if the closing shall not have occurred within six months from the date of the Share Purchase Agreement; provided, that neither the Company nor Centurium shall have the right to terminate the Share Purchase Agreement if such party is then in material breach of the Share Purchase Agreement.

Information on CBPO

CBPO is a biopharmaceutical company principally engaged in the research, development, manufacturing and sales of human plasma-based biopharmaceutical products, or plasma products, in China. CBPO has been listed on the NASDAQ Stock Market since 2009 and it changed its place of domicile from Delaware to the Cayman Islands on July 21, 2017.

According to the published financial statements of CBPO, the financial results of CBPO under the United States Generally Accepted Accounting Principles for the two years ended December 31,

2017 and 2018 are as follows:

The net asset value of CBPO as at June 30, 2019 was US$1,826,487,741.

- 5 -