ZMAY Holdings Limited (SEHK:8085) entered into the agreement to acquire 51% stake in 159 Anti-Aging Center (H.K.) Limited from Lin Xiongbinm, Lin Liuyin, Liao Huanzhao, Ren Haiying, Jin Shasha, Shi Haipeng, Li Guiling, Li Bingling, Zheng Zhiguang, Su Zhiwu, Xie Songpeng, Zhou Fei, Lei Hong and Deng Jun Jie for approximately HKD 190 million on September 4, 2012. The deal value is subject to adjustments. As part of consideration, HKD 30 million will be paid by means of refundable deposit which is interest-free and was fully on September 4, 2012, HKD 90.44 million will be paid by means of 317.33 million new shares will be allotted and issued by ZMAY Holdings upon completion credited as fully paid, HKD 14.54 million will be paid by means of 51 million new shares within 7 business days after receiving the audited accounts in relation to the EBITDA if the EBITDA is not less than of HKD 15.3 million for a period from October 1, 2012 to December 31, 2013, HKD 24.23 million will be paid by means of 85 million new shares within 7 business days after receiving the audited accounts in relation to the EBITDA if the EBITDA is not less than of HKD 25.5 million for a period from January 1, 2014 to December 31, 2014, HKD 32.3 million will be paid by means of 113.33 million new shares either Lin's application for a patent to the State Intellectual Property Office of the People's Republic of China (International Application No. PCT/CN2011/000829) being successful and Lin being granted such patent and the user right under the license deed entered into between the Institute of Anti-Aging Medical and Lin granting Institute of Anti-Aging Medical a license for the user right of the Stem Cell Technology for the restricted business in the territory remain fully effective without breach by Lin of the license deed; or the actual accumulative EBITDA achieved for period from October 1, 2012 to December 31, 2014, being not less than HKD 25.5 million. The shortfall in EBITDA will be deducted from the consideration for that period.

For the period from March 10, 2011 (date of incorporation) to December 31, 2011, 159 Anti-Aging net loss before or after taxation and extraordinary items is HKD 982.33 mainly from administrative and other operating expenses, the total assets were HKD 2.87 million and the net liabilities were HKD 0.98 million. Upon completion, ZMAY Holdings shall be entitled to nominate 2 Directors to the Board of the 159 Anti-Aging after completion. The deal is subject to due diligence investigation by New Chinese, the execution of service contracts between Stem Cell Technology's major technical personnel and 159 Anti-Aging Center, all consents of the directors and shareholders of 159 Anti-Aging Center and all filings with any relevant governmental or regulatory authorities and other relevant third parties in Hong Kong, the Cayman Islands or any other place which are required or appropriate for the entering into and the implementation of the agreement having been obtained or made; all waiting periods required under the laws of Hong Kong, the Cayman Islands or any other relevant jurisdictions having expired or terminated and all applicable statutory or other legal obligations having been complied with, ZMAY Holdings having received the legal opinion of its patent lawyer and being satisfied with that legal opinion at its absolute discretion.

If the conditions have not been satisfied within 90 days from completion, or such later date as ZMAY Holdings and Advance Victory may agree, the agreement shall cease and terminate. The Directors of ZMAY Holdings consider the consideration to be fair and reasonable and the terms and conditions of the agreement to be on normal commercial terms, are fair and reasonable and are in the interests of ZMAY Holdings and the shareholders as a whole. As of September 6, 2012, the terms of the transaction were amended. As per the amended agreement, the consideration shares to be issued to upon completion are reduced from 317.33 million to 300.67 million. Roma Appraisals Limited acted as valuer of 159 Anti-Aging Center.

ZMAY Holdings Limited (SEHK:8085) completed the acquisition of 51% stake in 159 Anti-Aging Center (H.K.) Limited from Lin Xiongbinm, Lin Liuyin, Liao Huanzhao, Ren Haiying, Jin Shasha, Shi Haipeng, Li Guiling, Li Bingling, Zheng Zhiguang, Su Zhiwu, Xie Songpeng, Zhou Fei, Lei Hong and Deng Jun Jie on September 18, 2012.