STEMCELL UNITED LIMITED (SCU)

name changed to BPH Global Ltd

The suspension of trading in the securities of Stemcell United Limited is expected to be lifted from the commencement of trading on Thursday, 30 March 2023 following satisfaction of the reinstatement conditions.

The company releases its distribution schedule and top 20 holders list.

The company releases a pre-quotation disclosure. The company has obtained approval from ASX for reinstatement of its shares to the official list of ASX.

The company releases a notice of application for quotation of securities.

The company releases a notice of proposed issue of securities.

The company releases a cleansing prospectus for an offer of up to 10,000 Shares at an issue price of $0.006 (0.6 cents) per Share to raise up to $60 (before expenses) for the purpose of Section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of Shares issued by the Company prior to the Closing Date.

The company releases a notification of cessation of securities.

The company lodges its Half Yearly Report and Accounts.

The Company receives commitments from investors of A$875,005 for a private placement. The Company receives an additional A$150,000 commitment from former director, to be advanced by a loan convertible into shares on the same terms as the placement. The Company's directors (existing and incoming) agree to convert up to A$150,000 in accrued unpaid fees into shares on the same terms as the placement.

The company lodges its Quarterly Activities/Appendix 4C Cash Flow Report.

SCU is seeking to raise up to $1.025m by way of a share placement and is aiming to complete the capital raising by end January 2023. China's recent re-opening of the economy from its Covid-19 lockdowns and restrictions of movement will provide opportunities for SCU to reactivate the Dendrobium and Resina product sales channels and the Hemp related joint ventures. SCU has commenced preparing to activate sales and marketing channels for its Dendrobium infused birds nest and bird nest products business in China. SCU has received notification from the Singapore Food Authority (SFA) that its joint venture company, SCU-RY Farm Pte Ltd, has been approved for a fish culture farm licence at the seaweed island aquaculture farm facility.

The Company continues to internally work through the conditions required by ASX for its reinstatement to the official list. Where possible, investors were refunded their application monies by EFT, with the remaining Entitlement Offer refunds expected to be completed by the end of the week. Two placement investors that were introduced to the Company by Spark Plus Pte Ltd have requested a refund of $270,000. This refund has been completed and the corresponding shares will not be issued to such investors. Due to the impending Christmas and New Year holiday period, the Company has been unable to complete a capital raise by the end of Calendar Year 2022. As such, the Company intends to undertake a placement to sophisticated and professional investors during January 2023 to raise the necessary funds to satisfy ASX's conditions for the Company's reinstatement.

The company releases its Constitution.

The company releases the results of its Annual General Meeting.

The Company advises the results of the extended Shortfall Offer which was announced by the Company within the Refresh Supplementary Prospectus on 26 October 2022. The Shortfall Offer closed at 5:00pm (AEDT) on Monday, 28 November 2022. Acceptances from eligible shareholders totalled $81,284.50. Maximum shares offered under the Shortfall Offer: 185,155,227; New Shares applied for under the Shortfall Offer: 9,031,595.

The Company has received a letter from ASX setting out the conditions to be met in order for the securities of SCU to be reinstated to official quotation. The Company is currently working towards fulfilling the conditions set out in the ASX letter and hopes to satisfy the conditions by late November / early December.

The company releases a notice of application for quotation of securities.

The company lodges its Quarterly Activities/Appendix 4C Cash Flow Report.

The company's AGM will be held at 9.00am (AEDT) on 30 November 2022 at 477 Collins Street, Melbourne VIC 3000 and as a virtual meeting.

The company releases a refresh supplementary prospectus.

Shareholders of the company passed all resolutions by poll at the e Extraordinary General Meeting held today at 1.00pm (AEDT).

The company notes a difference in the loss for the year amount in the Appendix 4E lodged with the ASX on 31 August 2022 and the Annual Report lodged on 30 September 2022. Loss for the year per Appendix 4E: (2,792,611); Total adjustments: (152,441); Loss for the year per Annual Report: (2,945,052).

The company releases an Investor Presentation.

The company lodges the following: Annual Report to shareholders and Appendix 4G and Corporate Governance Statement.

The company has signed a binding Memorandum of Understanding with Baker's Oven Food Services. The term of the MOU shall be for a period of three (3) years from the date of the MOU, being 26 September 2022 unless terminated by the parties in accordance with the MOU. SCU will supply seaweed"based products with Traditional Chinese Medicine based benefits, including seaweed powder and seaweed"based vegan fillings to BOP on a non"exclusive basis. BOP will infuse the Seaweed Products into various bakery products to be sold through BOP outlets and on BOP's ecommerce platform in Singapore.

The company's wholly owned Singaporean subsidiary, Stemcell United, hassigned a Joint Venture Agreement, in the form of a shareholders' agreement with Rong Yao Fisheries to cultivate and farm sea grapes (Caulerpa Lentillifera) and other sea plants in Singapore on a commercial scale via a jointly incorporated company, SCU"“RY Farm.

The company has received an Independent Expert Report on its corporate governance processes and policies, from Thomson Geer Lawyers.

The company will hold an extraordinary general meeting on 19 October 2022 at 1.00PM (AEDT) at 477 Collins Street, Melbourne, VIC 3000 and as a virtual meeting.

The company lodges its Preliminary Final Report.

The Company received applications from eligible shareholders for 24,803,141 New Shares and 8,267,806 New Options. Acceptances from eligible shareholders totalled $223,228.60. The issuance and quotation of the New Shares and New Options under the Entitlement Offer will be deferred pending reinstatement of the Company's securities to official quotation on the ASX. The New Shares issued under the Entitlement Offer will rank equally in all respects with existing SCU shares In addition, the Company has received applications from institutional, professional and sophisticated investors to take up a total of 16,392,706 of the Shortfall Shares to raise approximately $147,534.50.

The Federal Court of Australia, Corporations Division, heard the Company's application seeking orders under s 1322(4) of the Corporations Act 2001 (Cth) in relation to the Company's inadvertent administrative error in not lodging a cleansing notice pursuant to section 708A(5)(e) of the Corporations Act 2001 (Cth) in the required timeframe for shares issued on 21 October 2020. The Company was today granted the sought orders.

The company releases a supplementary prospectus.

The company releases a notification regarding unquoted securities.

The company releases a notice of application for quotation of securities.

The first tranche of placement has been completed. The company has received $747,000 to issue 83,000,002 new fully paid ordinary shares at an issue price of A$0.009 per share together with one (1) free attaching option for every three (3) new shares issued. The free attaching options issued under the placement will be exercisable at A$0.018 and have an expiry date of 1 September 2025.

The company lodges its Quarterly Activities/Appendix 4C Cash Flow Report.

The Company requests that its securities remain suspended until Court orders are obtained relating to the hearing being held on 18 August 2022 and responses to ASX queries it has received.

The company releases a notice of proposed issue of securities.

The company releases an entitlement issue prospectus for a pro-rata non-renounceable entitlement issue of one (1) New Share for every five (5) Shares held by those Eligible Shareholders registered at the Record Date at an issue price of $0.009 (0.9 cents) per New Share, together with one (1) free attaching New Option for every three (3) New Shares issued, to raise up to approximately $1,889,611.20.

Stemcell United Limited is pleased to announce a proposed capital raising of up to $2,952,518.20 before costs consisting of: a Placement, with commitments received totalling $1,062,907 (before costs) from sophisticated and professional investors and a Non-Renounceable Entitlement Offer of one (1) new SCU share for every five (5) existing SCU shares held by eligible shareholders on the Record Date, at an issue price of A$0.009 (0.9 cents) per New Share, together with one (1) free attaching new SCU option for every three (3) New Shares issued, to raise up to approximately $1,889,611.20.

The company releases a notice of proposed issue of securities.

The Company has engaged Spark Plus Pte Ltd to act as the Company's corporate adviser and Spark Plus (Australia) Pty Ltd to act as the Company's lead manager (both on a non-exclusive basis) with respect to the management of the Company's proposed capital raising of up to $1.1 million by way of placement of new shares to sophisticated and professional investors at an issue price of A$0.009 per share together with one (1) free attaching option for every three (3) new shares issued. The free attaching options issued under the Proposed Placement will be exercisable at A$0.018, expire three (3) years from the date of issue and, subject to ASX approval, shall be listed.

On 20 July 2022, the Company, via its wholly owned subsidiary Hainan SCU Biological Technology Co. Ltd signed a Share Sale Agreement documenting the Proposed Transaction, completion of which remains subject to and conditional upon the Company obtaining ASX and shareholder approvals. The Company and Lantene have also at the same time entered a Distribution Agreement and Intellectual Property Licence Agreement with respect to the Company's ongoing development and distribution of Lantene products in China post completion of the Proposed Transaction. SCU is preparing the relevant Notice of Meeting materials seeking shareholder approval of the Proposed Transaction under ASX Listing Rule 11.2 which will be released in due course.

The Company refers to the Federal Court Application Update announcement made on 7 July 2022 and wishes to advise that the Company yesterday obtained orders from the Court vacating the initial case management hearing listed for tomorrow, 21 July 2022 at 9:30am (AEST). The application will now go before the Court for hearing on Thursday, 18 August 2022, at 10:15am (AEST) at which time final orders are expected to be made in the proceedings.

The Company advises that the application will be before the Court for an initial case management hearing on Thursday, 21 July 2022, at 9:30am (AEST).

The company requests that its securities remain suspended until prior to the commencement of trading on 29 July 2022 or pending the release of an announcement by the company in relation to the proposed material joint venture and responses to ASX queries it has received. The directors successfully completed that Governance Institute of Australia course on "Meeting ASX Listing Rules Requirements".

The company requests that its securities remain suspended until prior to the commencement of trading on 1 July 2022 or pending the release of an announcement by the company in relation to the proposed material joint venture and responses to ASX queries it has received.

The Company now requests that its securities remain suspended until prior to the commencement of trading on Friday 10 June 2022 or pending the release of an announcement by the Company in relation to the proposed material joint venture and responses to ASX queries it has received.

The company requests that its securities remain suspended until prior to the commencement of trading on 20 May 2022 or pending the release of an announcement made by the company in relation to the proposed material joint venture and responses to ASX queries it has received.

The Company now requests that its securities remain suspended until prior to the commencement of trading on Friday 22 April 2022 or pending the release of an announcement by the Company in relation to the proposed material joint venture and responses to ASX queries it has received.

China's Special Administrative Measures for Foreign Investment Access came into effect on 1 January 2022, which includes certain prohibited business activities for foreign investment. On 24 December 2021 the China Securities Regulatory Commission published proposed new rules for foreign offerings, including indirect secondary offerings. SCU has obtained a legal opinion from Yingke Law Firm in China regarding the application of the Negative List, and the potential application of CSRC's proposed new rules for foreign offerings, to SCU and its business activities in China. The CSRC's proposed new rules for foreign offerings including indirect secondary offerings are proposed new rules at this stage and have not yet been formally adopted into law. The China legal opinion does however note that such new rules will not be applied retrospectively to SCU.

The Company now requests that its securities remain suspended until prior to the commencement of trading on Friday 1 April 2022 or pending the release of an announcement by the Company in relation to the proposed material joint venture and responses to ASX queries it has received.

The Company refers to the December 2021 Half Year Report and Accounts released on 28 February 2022. The Company has identified an error in Note 15 that appears on page 16 of the Half Year Report, where it stated: "The Group have also transferred 20% of its subsidiary, Stemcell Essential Pte Ltd, to Lantene's original owner." The sentence should read as "The Group will also transfer 20% of its subsidiary, Stemcell Essential Pte Ltd, to Lantene's original owner."

The company releases a notification regarding unquoted securities.

The company releases an application for quotation of securities.

The company issues a response to ASX Query Letter.

The company issues a prospectus for an offer of up to 10,000 Shares at an issue price of $0.014 per Share to raise up to $140 (before expenses) for the purpose of Section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of Shares issued by the Company prior to the Closing Date; 5,000,000 Options to Mr Paul Stephenson (or his nominee) on the terms and conditions set out in this Prospectus; 5,000,000 Options to Golden Venture Capital Pty Ltd (or its nominee) on the terms and conditions set out in this Prospectus; 25,000,000 Options to Tribeca Investment Partners Pty Ltd (or its nominee) on the terms and conditions set out in this Prospectus; 5,000,000 Options to Mr Chow Yee Koh (or his nominee) on the terms and conditions set out in this Prospectus; 10,000,000 Options to Mr Huanqing Gu (or his nominee) on the terms and conditions set out in this Prospectus; 5,000,000 Options to Mr Yanhua Huang (or his nominee) on the terms and conditions set out in this Prospectus; 5,000,000 Options to Mr Paul Stephenson (or his nominee) on the terms and conditions set out in this Prospectus; 500,000 Options to Mr Qi Lu (or his nominee) on the terms and conditions set out in this Prospectus; and 5,000,000 Options to Mr Paul Rosen (or his nominee) on the terms and conditions set out in this Prospectus.

The company lodges its Half Yearly Report and Accounts.

The Company is seeking to acquire an existing site from, and/or enter a joint venture arrangement with, an existing aquaculture licence holder. The Company is currently in negotiations with Rong Yao Fisheries Pte Ltd to settle the terms of a joint venture agreement in the form of an incorporated joint venture to acquire sites that can be utilised for an aquaculture farm facility. The MoU with Terrenus Energy Jurong has been in hiatus since the beginning of the implementation of the Covid lockdown, with no substantive discussions having been held between the parties since then. A termination deed has now been signed between the Company and Terrenus to terminate the MoU. The company provides an update on Yunnan Hemp including clarification as to any implications of the MoU with Beimei Hemp for Yunnan Hemp's activities. The Company is giving further consideration to whether it will continue pursuing patent protection in Singapore and other jurisdictions. The Company notes separately that it has obtained a China patent (patent number 2015105593775) which is granted.

The Company has entered into a variation agreement with the vendor party, Mr Cao Yueming, to vary the terms of the original acquisition agreement.

The Company notes that the joint venture with Blue Aqua was not progressed over the past 12 months due to Covid-related restrictions including travel restrictions and lockdowns. The parties previously agreed to de-register the JV company in April 2021, to limit the costs and liabilities to each party associated with operating the JV company.

Stemcell United Limited refers to its' previous announcements where it has used the terms "˜Food Division' and "˜Healthcare Division' to describe different components of the Company's business operations. The Company wishes to clarify that it does not operate with separate business divisions known as a "˜Food Division' and a "˜Healthcare Division'. The Company wishes to retract the use of these terms where previously made in announcements, including in particular in the Company's Preliminary Final Report for the year ended 30 June 2021 that was lodged on 31 August 2021.

The Company requests that the voluntary suspension continue until the earlier of the commencement of trading on Friday 11 March 2022, or the Company releases an announcement in relation to the material joint venture and responses to ASX queries it has received.

The company releases its Constitution.

The company lodges the following: Chairman's address to the FY2021 Annual General Meeting, Results of 2021 Annual General Meeting and Quarterly Activities/Appendix 4C Cash Flow Report.

The Company requests that the voluntary suspension continue until the earlier of the commencement of trading on Friday 18 February 2022, or the Company releases an announcement in relation to the proposed material joint venture and responses to ASX queries it has received.

The Company requests that the voluntary suspension continue until the earlier of the commencement of trading on Monday 31 January 2022, or the Company releases an announcement in relation to a material joint venture.

The company releases a notice of proposed issue of securities.

The company releases a letter to its shareholders regarding the 2021 AGM.

The company's 2021 AGM will be held virtually on 31 January 2022 at 1:00pm AEDT.

The Company requests that the voluntary suspension continue until the earlier of the commencement of trading on Friday 14 January 2022, or the Company releases an announcement in relation to the proposed material joint venture.

The Company requests that the voluntary suspension continue until the earlier of the commencement of trading on Friday 24 December 2021, or the Company releases an announcement in relation to the proposed material joint venture.

The Company requests that the voluntary suspension continue until the earlier of the commencement of trading on Friday 10 December 2021, or the Company releases an announcement in relation to the proposed material joint venture.

The company lodges its Quarterly Activities/Appendix 4C Cash Flow Report.

The company releases its Appendix 4G and Corporate Governance Statement.

The company lodges its Annual Report to shareholders.

The securities of Stemcell United Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of SCU, pending the release of an announcement regarding a proposed material joint venture.

The securities of Stemcell United Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of SCU, pending the release of an announcement regarding a proposed material joint venture.

The suspension of trading in the securities of Stemcell United Limited will be lifted immediately, following receipt of SCU's response to an ASX Price and Volume Query.

The company issues a response to ASX Price Query.

The securities of Stemcell United Limited will be suspended from quotation immediately under Listing Rule 17.3 pending the response to a price and volume query.

The securities of Stemcell United Limited will be reinstated to official quotation from the commencement of trading on Monday, 9 April 2018, in accordance with listing rule 17.7, following lodgement of an announcement in relation to an agreement signed by the Company.

The has signed a co-operation agreement with Yunnan Hua Fang Industrial Hemp. Yunnan Hua Fang Industrial Hemp has an import-export licence in China and is also making preparation to apply to the authorities in Yunnan, China for an industrial Hemp Licence. As a consideration to secure the rights under the Agreement, SCU will pay HFIH RMB2 million.

The securities of Stemcell United Limited will be suspended from quotation immediately, at the request of the Company in accordance with Listing Rule 17.2.

The securities of Stemcell United Limited (formerly On Q Group Limited)(the "Company") will be reinstated to official quotation as from the commencement of trading on Monday, 14 September 2015, following the Company's compliance with listing rule 11.1.3 and chapters 1 and 2 of the ASX Listing Rules. Security Code: SCU

name changed from On Q Group Limited