嘉和生物药业（开曼）控股有限公司申请文件

Application Proof of GENOR BIOPHARMA HOLDINGS LIMITED() (the “Company”)(Incorporated in the Cayman Islands with limited liability)(Stock Code: 6998) WARNING The publication of this Application Proof is required by The Stock Exchange of Hong Kong Limited (the “StockExchange”) and the Securities and Futures Commission (the “Commission”) solely for the purpose of providinginformation to the public in Hong Kong. This Application Proof is in draft form. The information contained in it is incomplete and is subject to change whichcan be material. By viewing this document, you acknowledge, accept and agree with the Company, its joint sponsorsor advisers that: (a)this document is only for the purpose of providing information about the Company to the public in Hong Kongand not for any other purposes. No investment decision should be based on the information contained in thisdocument;(b)the publication of this document or any supplemental, revised or replacement pages on the Stock Exchange’swebsite does not give rise to any obligation of the Company, its joint sponsors or advisers to proceed with thereverse takeover transaction of the Company (the “Reverse Takeover Transaction”). There is no assurancethat the Company will proceed with the Reverse Takeover Transaction;(c)the contents of this document or any supplemental, revised or replacement pages may or may not be replicatedin full or in part in the actual final listing document;(d)the Application Proof is not the final listing document and may be updated or revised by the Company fromtime to time in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of HongKong Limited and the Code on Takeovers and Mergers issued by the Commission;(e)this document does not constitute a prospectus, offering circular, notice, circular, brochure or advertisementoffering to sell any securities to the public in any jurisdiction, nor is it an invitation to the public to make offersto subscribe for or purchase any securities, nor is it calculated to invite offers by the public to subscribe foror purchase any securities;(f)this document must not be regarded as an inducement to subscribe for or purchase any securities, and no suchinducement is intended;(g)neither the Company nor any of its affiliates, its joint sponsors or advisers is offering, or is soliciting offersto buy, any securities in any jurisdiction through the publication of this document;(h)no application for the securities mentioned in this document should be made by any person nor would suchapplication be accepted;(i)the Company has not and will not register the securities referred to in this document under the United StatesSecurities Act of 1933, as amended, or any state securities laws of the United States;(j)as there may be legal restrictions on the distribution of this document or dissemination of any informationcontained in this document, you agree to inform yourself about and observe any such restrictions applicableto you; and(k)the application to which this document relates has not been approved, and the Stock Exchange and theCommission may accept, return or reject the application for the subject listing. THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BEREAD IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ACTION Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make norepresentation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the wholeor any part of the contents of this circular. If you are in any doubtas to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities,bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferredall your shares in Genor Biopharma Holdings Limited, you should at once hand this circular and the accompanying proxy form tothe purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.This circular appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company. GENOR BIOPHARMA HOLDINGS LIMITED() (Incorporated in the Cayman Islands with limited liability)(Stock Code: 6998) (1) VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION –PROPOSED MERGER BETWEEN THE MERGER SUB ANDTHE TARGET INVOLVING ISSUE OFCONSIDERATION SHARES UNDER SPECIFIC MANDATE;(2) REVERSE TAKEOVER INVOLVING THE NEW LISTING APPLICATION;(3) APPLICATION FOR WHITEWASH WAIVER;(4) SPECIAL DEAL IN RELATION TO THE RETENTION PLAN OFTHE SHAREHOLDER PERSONNE