11:07     MAXX BIOSCIENCE<00512>-Announcement&Resumption of Trading-7         

    involved in any material litigation proceedings from the date of the      
    Underwriting Agreement to the latest time for acceptance of the Offer     
    Shares.                                                                   
                                                                              
    then and in any such case, Get Nice on behalf of the Underwriters         
    may terminate the Underwriting Agreement without liability to the         
    Company by giving notice in writing to the Company, served prior to       
    the Latest Time for Termination.                                          
                                                                              
    CONDITIONS OF THE UNDERWRITING AGREEMENT                                  
    The Underwriting Agreement is conditional, amongst other things, on:      
                                                                              
    i)                                                                        
    the passing by Independent Shareholders at the SGM of an ordinary         
    resolution to approve the Open Offer by poll;                             
                                                                              
    ii)                                                                       
    the Early Redemption Agreement having been duly executed by the           
    Company and Payton Place;                                                 
                                                                              
    iii)                                                                      
    the Listing Committee of the Stock Exchange granting or agreeing to       
    grant in principle (subject to allotment of Offer Shares) and not         
    having withdrawn or revoked listing of and permission to deal in all      
    the Offer Shares (in their fully-paid form);                              
                                                                              
    iv)                                                                       
    compliance with the requirements under the applicable laws and            
    regulations of Hong Kong and Bermuda;                                     
                                                                              
    v)                                                                        
    compliance with and performance of all undertakings and obligations       
    of the Company pursuant to certain clauses in the Underwriting            
    Agreement(Note); and                                                      
                                                                              
    vi)                                                                       
    trading of Shares on the Stock Exchange not being suspended for more      
    than five consecutive business days at any time prior to the latest       
    time for acceptance of the Offer Shares (excluding any suspension in      
    connection with the clearance of this announcement or the Prospectus      
    Documents or other announcements or circulars in connection with the      
    Open Offer).                                                              
                                                                              
                                                                              
    Note: Those include, inter alia, procurement of Offer Shares to be        
    allotted to Shareholders, registration and posting of the Prospectus      
    Documents, delivery of relevant resolutions in connection with Open       
    Offer, duly signed Verification Notes by all relevant parties and         
    letters from the auditors on the Group's indebtedness and financial       
    position to the Underwriters.                                             
                                                                              
                                                                              
    Save for condition vi) above, none of the above conditions can be         
    waived. If the conditions referred to above are not satisfied and/or      
    waived in whole or in part by the Underwriters by 4:00 p.m. on latest     
    time for acceptance of the Offer Shares or such other date or dates       
    as the Underwriters may agree with the Company in writing, the            
    Underwriting Agreement shall terminate and the Open Offer will not        
    proceed. In case the Open Offer does not proceed, the Company will        
    not be liable for the underwriting commission and the management fee      
    of the Underwritten Shares. However, the Company will be still liable     
    to any costs and expenses of the legal and other professional             
    advisers incurred in relation to the Open Offer.                          
                                                                              
    Ms. Lo, Vision Ocean and their respective associates will abstain         
    from voting in respect of the resolutions to approve the Open Offer       
    at the SGM.                                                               
                                                                              
    SHAREHOLDING IN THE COMPANY                                               
    The following table sets out the shareholding structure of the            
    Company as at the Announcement Date and upon completion of Open           
    Offer, assuming different levels of acceptance of the Offer Shares by     
    the Independent Shareholders and no Options are exercised by Dr. Cao      
    on or before the Record Date:                                             
                                                                              
                      Existing                                     Sharehol   
                                                                   ding       
                      sharehol                                     immediat   
                      ding as                                      ely        
                      at the                                       after      
                      Announce                                     the        
                      ment                                         Open       
                      Date                                         Offer      
                                                                   assuming   
                                                                              
                                                                   subscrip   
                                                                   tion by    
                                                                   the        
                                                                   Independ   
                                                                   ent        
                                                                   Sharehol   
                                                                   ders of    
                                                                   Offer