Announcement PDF BPH GLOBAL LTD ACN 009 104 330 Level 5, 126 Phillip Street, Sydney NSW 2000, Australia 20 September 2023 Company Announcements Pla�orm Australian Securi�es Exchange Agreement to acquire China-based Foshan Gedishi Biotechnology Co Ltd Highlights • • • • • BP8 to acquire 100% of Foshan Gedishi Biotechnology Co Ltd (‘Foshan’), the company which operated the birds’ nest Pilot Study with BP8’s China Partners Foshan to advance commercialisa�on of the China birds’ nest business following successful Pilot Study Foshan holds sales and distribu�on agreements with China Tobacco Ongoing sales and distribu�on ac�vi�es to use the same brand names used in the Pilot Study. Foshan operates a sales pla�orm via social media influencers on Douyin Further to previous announcements made by the Board of BPH Global Ltd (ASX: BP8) (Company) on 20 July 2023 and 1 September 2023 regarding the Company’s strategy to reac�vate and expand the Company’s bird’s nest business in China, the Board is pleased to announce that the Company has entered into a binding terms sheet to acquire Foshan. Background The 20 July Announcement highlighted the pilot program which successfully trialled supply and distribu�on channels for the sale of birds’ nest products via China Tobacco’s outlets in Guangzhou and via social media influencers on Douyin, the China version of TikTok, most recently from December 2022 to February 2023 (Pilot Study). The Pilot Study was successful in valida�ng consumer demand for the products and the par�es have in recent months been planning full commercialisa�on of the birds’ nest opportunity via Foshan. BP8 made various contribu�ons to the Pilot Study including sourcing birds nest products, providing funding to purchase birds nest stock and packaging materials, and other expenses for the market tes�ng of the products. In addi�on, Michael Huang (on behalf of BP8) nego�ated the signing of sales and distribu�on agreements with China Tobacco. During their recent China visit the execu�ve Directors worked with non-execu�ve Director Michael Huang to nego�ate the terms of an agreement for the ongoing commercialisa�on of the China birds nest venture with their two (2) Pilot Study joint venture partners (China Partners). The Company is pleased to announce that the terms of an agreement with its China Partners for the ongoing opera�on and expansion of their venture pursuant to the two (2) China Tobacco sales and distribu�on contracts and the trademarks that were used in the Pilot Study have been finalised. On comple�on of the acquisi�on, Foshan will become a wholly owned subsidiary of the Company. Terms Sheet On 19 September 2023, the Company entered into a legally binding terms sheet for the acquisi�on of Foshan (Terms Sheet) including the following terms and condi�ons: 1. BP8 will receive 100% of the shares in Foshan. 2. The China Partners will be issued 100,000,000 shares in BP8 (equivalent of 7% of the ordinary shares in BP8). 3. The two (2) China Partners will con�nue to be engaged by Foshan to drive the sales and marke�ng efforts in China pursuant to new execu�ve employment agreements. The China Partners will be directors of Foshan, but not directors of BP8. Michael Huang, who is a nonexecu�ve Director of BP8, will not be involved in the day-to-day management of the business, but will provide strategic advice and direc�on to the China Partners and will oversee the ongoing commercial rela�onship with China Tobacco. 4. As part of their employment, the two China Partners shall be en�tled to performance-based bonuses over the next 3 years based on financial performance of Foshan’s birds nest business. 5. Following comple�on of the restructuring, BP8 will provide funding to Foshan through an intercompany loan of A$800,000 by way of instalments over a 7-month period with such funds to be spent on stock purchasing, marke�ng ac�vi�es and commercialisa�on ini�a�ves. BP8 will undertake capital raisings (by way of placement) over the forthcoming months to fund these loans. 6. Comple�on of the transac�on is subject to the following condi�ons precedent: • • • • • • • • • BP8 comple�ng sa�sfactory due diligence on Foshan. The Company has 30 days from the date of the Terms Sheet to complete its due diligence review. The par�es execu�ng any documents required under China law for the transac�ons. The shares being acquired by BP8 in Foshan are free of all encumbrances and any third-party rights. Any requisite Australian regulatory, ASX and shareholder approvals for the transac�on being obtained by BP8. Note that the Company has received notice from the ASX that, based on the information provided by the Company to ASX regarding the acquisition, ASX Listing Rules 11.1.1 and 11.1.2 do not apply to the proposed acquisition. Any requisite China regulatory approvals for the transac�on being obtained. The two China Partners entering into Execu�ve Employment Agreements with Foshan. The sales and distribu�on agreements with China Tobacco (or its subsidiary companies) being renewed for a period beyond 31 December 2023. The China Partners confirming Foshan’s ownership of its brand trademarks used in the Pilot Study. Any other condi�ons precedent considered appropriate and necessary based on BP8’s due diligence enquiries during the due diligence period. The condi�ons precedent are for the benefit of BP8, and BP8 has the right to waive any of the condi�ons precedent to comple�on of the transac�on. 7. The China Partners and Foshan have given exclusive dealing undertakings to the Company for the period from execu�on of the Terms Sheet un�l comple�on of the transac�on or termina�on of the Terms Sheet. The Company an�cipates that comple�on of the acquisi�on will take place by 31 October 2023. The Company will provide the market with updates regarding the date for comple�on of the acquisi�on. Revitalisa�on and expansion of the China-based birds’ nest business The Directors regard the acquisi�on of Foshan as a major milestone in the revitalisa�on of the Company’s China-based birds’ nest business. The acquisi�on of Foshan will facilitate the strengthening of its rela�onship with China Tobacco and will drive brand recogni�on of Foshan’s brand names generally and as BP8 assets. Foshan will also serve as a pla�orm for the Company to extend its birds’ nest sales and distribu�on opera�ons into other areas of China. The Company is also excited to expand Foshan’s sales pla�orm via social media influencers on Douyin. As part of the Pilot Study, Foshan undertook a lengthy qualifica�on process to achieve accredita�on as an authorised seller of birds’ nest products on Douyin. There are a limited number of accredited sellers of birds’ nest products on Douyin. Accredited sellers are required, amongst other things, to demonstrate the authen�city of their products, and are permited to upload a link which will direct prospec�ve purchasers from Douyin to, in Foshan’s case, its birds’ nest products sales portal on Douyin. In addi�on, by Foshan becoming a wholly owned subsidiary of BP8, BP8 will have full control of the opera�on and direc�on of the business and be able to aggregate Foshan’s financials into its’ consolidated financial statements. By securing its ownership of this China-based, birds’ nest sales and distribu�on business, the Company will be in an enhanced posi�on to nego�ate birds’ nest supply agreements with suppliers. As previously announced, the Company is developing the Company’s op�ons for the purchase of raw birds’ nests and birds’ nest products from Malaysian suppliers for on-sale in China and elsewhere. The Company is also considering poten�al birds’ nest supply op�ons in Indonesia. Foshan’s sale and distribu�on channels will also provide opportuni�es for the Company’s other poten�al supply arrangements including its own stem cell technologies and the joint venture with Singapore-based Chemokine Yuesheng Pte Ltd focused on infusing nutraceu�cals extracted from birds’ nests into food products for sale in the Chinese market as announced on 5 September 2023. Ongoing updates The Company will provide further updates in due course on its progress with these maters. - END Authorised for lodgement by the Board of the Company For further informa�on, please visit our website at www.bp8global.com or contact: Mr Paul Stephenson Chairman of BPH Global Limited E: pauls@bp8global.com