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3SBio Inc. AGM Information 2020

Oct 16, 2020

49981_rns_2020-10-16_8afda7e6-427d-4b54-9c70-a22a2b694c42.pdf

AGM Information

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1530) (Convertible Bonds Code: 40285)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of 3SBio Inc. (the “ Company ”) will be held at No. 3 A1, Road 10, Shenyang Economy and Technology Development Zone, Shenyang, People’s Republic of China on Friday, 6 November 2020 at 10 a.m. (or any adjournment thereof), for the purpose of considering and, if thought fit, passing with or without amendments, the following ordinary resolution:

ORDINARY RESOLUTION

THAT

  • (a) the grant of 10,000,000 awarded shares pursuant to the share award scheme constituted by the rules set out in the scheme document and in the form adopted by the Company on 16 July 2019 to Dr. Zhu Zhenping be and are hereby approved, confirmed and ratified;

  • (b) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited having granted the approval of the listing of, and permission to deal in 10,000,000 ordinary shares of US$0.00001 each to be granted to Dr. Zhu Zhenping (the “ Awarded Shares ”) pursuant to the terms and conditions of the letter of grant to Dr. Zhu Zhenping, the board of directors of the Company (the “ Board ”) be and is hereby granted a specific mandate (the “ Specific Mandate ”) to exercise the powers of the Company to allot and issue the Awarded Shares on the terms and for such purposes as set out in the letter of grant to Dr. Zhu Zhenping, where the Specific Mandate is in addition to, and shall not prejudice nor revoke any other general and/or other specific mandate(s) which has/have been granted prior to the passing of this resolution or may from time to time be granted to the Board; and

  • (c) the Board or a committee or sub-committee of the Board be and is hereby authorised to sign and execute such documents and do all such acts and things which in their opinion may be necessary, desirable or expedient to carry out or give effect to transactions mentioned in paragraphs (a) and (b) above.”

By order of the Board 3SBio Inc. LOU Jing Chairman

Shenyang, the People’s Republic of China 16 October 2020

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Registered office (in the Cayman Islands): Head office: Cricket Square, Hutchins Drive No. 3 A1, Road 10 PO Box 2681 Shenyang Economy and Technology Grand Cayman, KY1-1111 Development Zone Cayman Islands Shenyang The People’s Republic of China

Principal place of business in Hong Kong: 31/F, Tower Two, Times Square 1 Matheson Street Causeway Bay Hong Kong

Notes:

  1. In order to determine the eligibility to attend and vote at the above meeting, the register of members of the Company will be closed from Tuesday, 3 November 2020 to Friday, 6 November 2020. To qualify to attend and vote at the EGM, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Monday, 2 November 2020.

  2. Any member of the Company entitled to attend and vote at the above meeting (or any adjournment of thereof) is entitled to appoint one or more proxies as his/her proxy to attend and vote instead of him/her. A proxy need not be a member of the Company. The Company strongly recommends you to closely monitor the development of the situation with the COVID-19 and to assess, based on the social distancing policies, the necessity for attending the above meeting in person, and the board of Directors respectfully requests that, for the same reason, the shareholders to appoint the chairman of the above meeting as their proxy rather than a third party to attend and vote on their behalf at the above meeting (or any adjournment of that meeting).

  3. In the case of joint registered holders of any shares in the Company, any one of such persons may vote at the above meeting, either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the above meeting personally or by proxy, that one so present whose name stands first in the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

  4. In order to be valid, the completed form of proxy must be deposited at the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours (excluding any part of a day that is a public holiday) before the time appointed for holding the above meeting or adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM and any adjournment of that meeting if you so wish, and if such event, the form of proxy will be deemed to be revoked.

  5. Pursuant to Rule 13.39(4) of the Listing Rules and article 66(1) of the articles of association of Company, voting for the resolution set out in this notice will be taken by poll at the above meeting.

  6. Taking into account the recent development of the epidemic caused by novel coronavirus pneumonia (COVID-19), the Company will implement the following prevention and control measures at the above meeting against the epidemic to protect the shareholders of the Company from the risk of infection: (i) compulsory body temperature check will be conducted for every shareholder or proxy at the entrance of the venue. Any person with a body temperature of over 37.3 degrees Celsius will not be permitted to access to the meeting venue; (ii) every shareholder or proxy is required to wear surgical face mask throughout the meeting; (iii) no souvenirs will be provided; and (iv) no refreshments will be served.

As at the date of this notice, the directors of the Company are Dr. LOU Jing and Ms. SU Dongmei as executive directors; Mr. HUANG Bin and Mr. TANG Ke as non-executive directors; and Mr. PU Tianruo, Mr. David Ross PARKINSON and Dr. WONG Lap Yan as independent non-executive directors.

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