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3SBio Inc. Board/Management Information 2016

Apr 29, 2016

49981_rns_2016-04-29_2fcc4c7e-9d54-4b51-a745-ac5f3e7824c4.pdf

Board/Management 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.

3SBIO INC.

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1530)

CHANGE OF JOINT COMPANY SECRETARY AND AUTHORIZED REPRESENTATIVE

The Board hereby announces that (i) Ms. Li has ceased to serve as a joint company secretary and an authorized representative of the Company, with effect from April 29, 2016; (ii) Ms. Liu has been appointed by the Company as a joint company secretary and an authorized representative of the Company, with effect from April 29, 2016; and (iii) the Company has applied for, and the Stock Exchange has granted to the Company, a waiver from strict compliance with the requirements for the qualifications of company secretary under Rules 3.28 and 8.17 of the Listing Rules.

Ms. Lai will continue to serve as the other joint company secretary of the Company.

The board of directors (the “ Board ”) of 3SBio Inc. (the “ Company ”) hereby announces that Ms. LI Huihui ( 厲蕙蕙 ) (“ Ms. Li ”) has ceased to serve as a joint company secretary and an authorized representative of the Company, with effect from April 29, 2016. Ms. Li has confirmed that there is no disagreement with the Board and there are no matters that need to be brought to the attention of the shareholders of the Company in relation to her resignation.

The Board is pleased to further announce that Ms. LIU Yanli ( 劉彥麗 ) (“ Ms. Liu ”) has been appointed by the Company as a joint company secretary and an authorized representative of the Company, with effect from April 29, 2016. Ms. LAI Siu Kuen (“ Ms. Lai ”) will continue to serve as the other joint company secretary of the Company.

The Board would like to take this opportunity to express its sincere gratitude to Ms. Li for her valuable contribution to the Company during her tenure as a joint company secretary and an authorized representative of the Company, and to express its welcome to Ms. Liu on her appointment as a joint company secretary and an authorized representative of the Company.

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Biography of Ms. Liu

Ms. LIU Yanli , aged 35, is currently the director of legal and operation management of the Company and Shenyang Sunshine Pharmaceutical Company Limited ( 瀋陽三生製藥有限責任 公司 , “ Shenyang Sunshine ”). She is responsible for overseeing general operational matters of the Company and its subsidiaries (the “ Group ”). Ms. Liu has served as a director of Hongkong Sansheng Medical Limited ( 香港三生醫藥有限公司 ) since November 2014 and a director of Sirton Pharmaceuticals S.p.A. since January 2015. She has also served as the supervisor of Shenzhen Baishitong Technology Development Company Limited ( 深圳市百士通科技開發 有限公司 ), Shenzhen Sciprogen Bio-pharmaceutical Co., Ltd. ( 深圳賽保爾生物藥業有限公 司 ) and Guangdong Sciprogen Bio-pharmaceutical Technology Co., Ltd. ( 廣東賽保爾生物醫 藥技術有限公司 ) since December 2014. Ms. Liu joined Shenyang Sunshine as an international sales representative in January 2007. Ms. Liu served as an assistant to the chief executive officer and project manager of foreign drug registration of Shenyang Sunshine from 2008 to 2011. Ms. Liu obtained a Bachelor’s degree in Biochemistry and Master’s degree in Chemistry with Entrepreneurship from the University of Nottingham in July 2005 and December 2006, respectively.

Waiver from strict compliance with Rules 3.28 and 8.17 of the Listing Rules

Pursuant to Rule 3.28 and Rule 8.17 of the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), a listed issuer must appoint a company secretary who, by virtue of his/her academic or professional qualifications or relevant experience, is, in the opinion of the Stock Exchange, capable of discharging the functions of company secretary.

Ms. Liu currently does not possess the qualifications of company secretary as required under Rule 3.28 of the Listing Rules.

Both the Company and Ms. Liu appreciate that the company secretary will play an important role in the corporate governance of the Company, particularly in assisting the Company and its directors (the “ Directors ”) in complying with the Listing Rules and other applicable company and securities laws and regulations.

The Company further understands that since its Directors and senior management do not reside in Hong Kong, it is particularly important that its company secretary possesses sufficient knowledge and experience in discharging his/her function as a joint company secretary.

The Company believes that Ms. Liu, by virtue of her knowledge and experience in handling legal, corporate and administrative matters as described above, is capable of discharging her functions as a joint company secretary. Further, the Company believes that it would be in the best interests of the Company and the corporate governance of the Group to have as its joint company secretary a person such as Ms. Liu who possesses the relevant experience of the Group’s legal, corporate and administrative matters.

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In this regard, the Company proposes to make the following arrangements:

  • (1) Ms. Lai, as the other joint company secretary, will work closely with, and provide assistance to, Ms. Liu in the discharge of her duties as a joint company secretary for an initial three years from the date of her appointment;

  • (2) Ms. Liu will comply with the annual professional training requirement under Rule 3.29 of the Listing Rules and will enhance her knowledge of the Listing Rules during the three-year period from her appointment;

  • (3) The Company will further ensure that Ms. Liu has access to the relevant training and support that would enhance her understanding of the Listing Rules and the duties of a company secretary of an issuer listed on the Stock Exchange;

  • (4) At the end of the three-year period, the Company will further evaluate the qualifications and experience of Ms. Liu and the need for on-going assistance of Ms. Lai; and

  • (5) The Company will liaise with the Stock Exchange to enable it to assess whether Ms. Liu, having had the benefit of Ms. Lai’s assistance for three years, will have acquired the relevant experience within the meaning of Rule 3.28 of the Listing Rules so that a further waiver will not be necessary.

The Company has applied for, and the Stock Exchange has granted to the Company, a waiver from strict compliance with Rules 3.28 and 8.17 of the Listing Rules (the “ Waiver ”) with respect to the appointment of Ms. Liu as a joint company secretary of the Company for a period of three years commencing from the date of her appointment (the “ Waiver Period ”) on the conditions that: (1) Ms. Liu will be assisted by Ms. Lai in discharging her duties as a joint company secretary of the Company during the Waiver Period; (2) the Company notifies the Stock Exchange at the end of the Waiver Period for the Stock Exchange to re-visit the situation; and (3) the Company will disclose the details of the Waiver, including reasons for the Waiver and the Waiver conditions, by way of an announcement. The Waiver will be revoked immediately when Ms. Lai ceases to provide assistance to Ms. Liu. The Stock Exchange may withdraw or change the Waiver if the Company’s situation changes.

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

Hong Kong, April 29, 2016

As at the date of this announcement, the Board comprises Mr. LOU Jing, Mr. TAN Bo, Ms. SU Dongmei and Mr. HUANG Bin as executive Directors; Mr. LIU Dong and Mr. LV Dong as non-executive Directors; and Mr. PU Tianruo, Mr. David Ross PARKINSON and Mr. MA Jun as independent non-executive Directors.

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