Viva Biotech Holdings — M&A Activity 2021

Jan 17, 2021

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 disclaims 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 offer to acquire, purchase or subscribe for any securities of the Company.

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VIVA BIOTECH HOLDINGS 維亞生物科技控股集團 (Incorporated in the Cayman Islands as an exempted company with limited liability) (Stock code: 1873)

MAJOR TRANSACTION

GRANT OF WAIVER UNDER FROM STRICT COMPLIANCE WITH RULE 14.41(A) OF THE LISTING RULES, DELAY IN DISPATCH OF CIRCULAR AND TRANSACTION UPDATE

References are made to the announcement of Viva Biotech Holdings (the “ Company ”) dated September 21, 2020 in relation to the acquisition of the entire equity interest in SYNthesis med chem (Hong Kong) Limited for approximately US$80 million (the “ Acquisition Announcement ”), the announcement dated October 15, 2020 and December 15, 2020 regarding the application for waiver from strict compliance with Rule 14.41(a) of the Listing Rules (the “ Waiver Application Announcement ”). Capitalized terms used herein have the same meanings as defined in the Acquisition Announcement and the Waiver Application Announcement unless the context requires otherwise.

As the Acquisition was approved by way of written Shareholders’ approval, as disclosed in the Acquisition Announcement, pursuant to Rule 14.41(a) of the Listing Rules, the Circular is required to be dispatched to the Shareholders within 15 business days after the publication of the Acquisition Announcement (which was October 13, 2020), the Company has previously applied for and the Stock Exchange has granted a waiver to such requirement on the condition that the Circular is dispatched on or before December 15, 2020. As disclosed in the Waiver Application Announcement, the Company has applied for a waiver from strict compliance with Rule 14.41(a) of the Listing Rules on the condition that the Company will dispatch the Circular to the Shareholders on or before February 28, 2021 as additional time is required for preparation of historical financial information to be included in the Circular, performing audit work and other procedures.

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The Company is pleased to announce that the Stock Exchange has granted a Waiver on January 14, 2021 on the condition that the Company will dispatch the Circular to the Shareholders on or before February 28, 2021. The Stock Exchange may withdraw or change such waiver if the Company’s situation changes.

On January 16, 2021, the Company has further agreed and entered into a deed of amendment and restatement with the Vendor regarding the Bridging Loan Deed, pursuant to which the Company has agreed to make an additional advance of US$1,000,000 to the Vendor for its working capital and general corporate purposes on substantially the same terms as the Bridging Loan Deed and subject to security by the same Target Company’s shares as disclosed in the Acquisition Announcement.

By order of the Board Viva Biotech Holdings Mao Chen Cheney Chairman and Chief Executive Officer

Hong Kong, January 18, 2021

As at the date of this announcement, the Board comprises four Executive Directors, namely, Mr. Mao Chen Cheney (Chairman), Mr. Wu Ying, Mr. Hua Fengmao and Mr. Ren Delin; a Non-executive Director, namely, Ms. Sun Yanyan; and three Independent Non-executive Directors, namely, Mr. Fu Lei, Ms. Li Xiangrong and Mr. Wang Haiguang.

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