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3SBio Inc. — Capital/Financing Update 2015
Jun 1, 2015
49981_rns_2015-06-01_5ebfa2b8-c2f3-41d5-9761-4fbb11baf8c4.pdf
Capital/Financing Update
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HONG KONG PUBLIC OFFERING – White Form eIPO Service Provider Application Form �� !"#$%& eIPO �� !"#$%& Please use this Application Form if you are a White Form eIPO Service Provider and are applying for Hong Kong Offer Shares on behalf of underlying applicants. �� !"#$ Éfml �� !"#$%&'()+),-./0123#456)&78
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(Incorporated in the Cayman Islands with limited liability) �� !"#$%&'()+,-./0 GLOBAL OFFERING �� ! Number of Offer Shares under the : 606,100,000 Shares (including 484,880,000 �� !" !#$%& � 606,100,000 ��� ! " 484,880,000 � Global Offering New Shares and 121,220,000 Sale Shares �� ! 121,220,000 �� �!" subject to the Over-allotment Option) �� !"#$%&'()+ Number of Hong Kong Offer Shares : 60,610,000 Shares (subject to reallocation) �� !"#$% � 60,610,000 ��� !"#$%&' Number of International Placing Shares : 545,490,000 Shares (including 424,270,000 �� !"#$% � 545,490,000 ��� ! " 424,270,000 � New Shares and 121,220,000 Sale Shares �� ! 121,220,000 �� �!"#$ subject to reallocation and the Over-allotment �� !"#$%&!'()+,-./ Option) �� !" � �� !�" 9.10 �� !" 1% Maximum Offer Price : HK$9.10 per Offer Share plus brokerage of 1%, �� !" 0.0027% �� !"#$% SFC transaction levy of 0.0027% and Stock 0.005% �� �!"#$%&'( Exchange trading fee of 0.005% (payable in full �� !"#$%&'( on application in Hong Kong dollars, subject to refund) �� � 0.00001 �� Nominal Value : US$0.00001 �� ! � 1530 Stock Code : 1530 Application Form �� ! Please read carefully the prospectus of 3SBio Inc. (the “ _Company ”) dated June 1, 2015 (the “ Prospectus ”) (in_ �� !"#$%&'#()+,����� �� !" 2015 � 6 � 1 �� !"#$%�� !�� particular, the section on “How to Apply for the Hong Kong Offer Shares ” in the Prospectus) and the guidelines �� !"#$%&'()+,-"./01234()56789:;<=>4()56?@A on the back of this Application Form before completing this Application Form. Terms used in this Application �� !"#$%&'()+,-./'0�1234567 Form shall have the same meanings as those defined in the Prospectus unless defined herein. Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) �� !"#$%&'()��+, !%&'()-.�� �� !"#$%&'()+,�� and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) take no responsibility for the contents of ���� !"#$%&'()+,- ./01234156$789:-;:0$<)= this Application Form, make no representation as to its accuracy or completeness and expressly disclaim any �� !"#$%&'(%)+,-.&�/012+,345'(6789'(:'; liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of this Application Form. A copy of this Application Form, together with a copy of each of the _WHITE and_ _YELLOW Application Forms,_ �� !"#$������� !"#$%&'#$%&()+,-./01223'4567 the Prospectus and the other documents specified in the paragraph headed “Documents Delivered to the Registrar �� !"#$%%&'()+,-./'(0123!"456789:';:<= 342C �� of Companies and Available for Inspection — Documents Delivered to the Registrar of Companies” in Appendix �� !"#$%&'(()&'"#+,-./01"#231456789:;<=>�� V to the Prospectus have been registered by the Registrar of Companies in Hong Kong as required by Section ��� !"#$%&''()+,-./01234567 342C of Companies (Winding Up and Miscellaneous Provisions) Ordinance. The HKSCC, the Stock Exchange, the Securities and Futures Commission of Hong Kong (the “ _SFC ”) and the Registrar of Companies in Hong Kong take no responsibility as to the contents of any of these documents. Your attention is drawn to the paragraph headed “Personal Information Collection Statement ” which sets out_ �� !"#$%&'()+,-./0123456785679:;<=>?4@%&'(8 the policies and practices of the Company and its Hong Kong Share Registrar in relation to personal data and �� !"#$%&'()+,-./0 compliance with the Personal Data (Privacy) Ordinance. Nothing in this Application Form or the Prospectus constitutes an offer to sell or the solicitation of an offer to �� !"#$%&'()+,-./012#123456789:;<=/>?12@67 buy nor shall there be any sale of Hong Kong Offer Shares in any jurisdiction in which such offer, solicitation �� !"#$%&$'()+,-� ./012 3456789:;<3=>,-?�@ or sales would be unlawful. This Application Form and the Prospectus are not for distribution, directly or �� !"#$%#&'()+,-./01��23456789'345:;.</=>? indirectly, in or into the United States, nor is this application an offer of Shares for sale in the United States. �� !"#��$%& !"'()+,-��./01231245#67)89:�� The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities �� !"#$%&��'()+,-./0123+,- ,4 56789:;<=>?@A law in the United States and may not be offered, sold, pledged or transferred within the United States, except �� !"# S �� !"#$%!&%'()+,-.� /012 3456789:;$%! pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. �� !"#$%&'()�+,-.)� Securities Act and applicable U.S. state securities laws. The Offer Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of each jurisdiction wherethose offers and sales occur. No public offering of the Offer Shares will be made in the United States. This Application Form and the Prospectus may not be forwarded or distributed or reproduced (in whole or in �� !"#$%&'(&)+,-./, 0123456789:;<=%&'( >?345 part) in any manner whatsoever in any jurisdiction where such forwarding, distribution or reproduction is not �� !"#$%&'()+,-./0 -/12345/56789:;�� !"# $<=> permitted under the law of that jurisdiction. This Application Form and the Prospectus are addressed to you �� !"#$%&'()&(+ , -./(0123456(67"89:;<=> ?@A personally. Any forwarding or distribution or reproduction of this Application Form or the Prospectus in whole �� !"#$%&'()&+,- ./&01 or in part is unauthorised. Failure to comply with this directive may result in a violation of the U.S. Securities Act or the applicable laws of other jurisdictions. To: 3SBio Inc. �� �� � The Joint Global Coordinators �� !"#$ The Joint Bookrunners �� !"#$ The Joint Lead Managers �� !"#$ The Hong Kong Underwriters �� !" 1 We confirm that we have (i) complied with the Guidelines for Electronic Public Offerings �� !"��#(i)�� !"#$%&'()*+,-./01 23�� eIPO � and the Operational Procedures for White Form eIPO Applications submitted via banks/ �� !"#$%&'()*+,-./01�� eIPO �� !"# $%&'( stockbrokers and all applicable laws and regulations (whether statutory or otherwise) in � � !"#$%&'((ii)�� !"#$%&'()*+, -.$-/$&'0 relation to the provision of our White Form eIPO services in connection with the Hong �� !"#$%&'()*+,-./012340-. 567-.�89: Kong Public Offering; and (ii) read the terms and conditions and application procedures set out in the Prospectus and this Application Form and agree to be bound by them. Applying on behalf of each of the underlying applicants to whom this application relates, we: • apply for the number of Hong Kong Offer Shares set out below, on the terms and � �� !"#$%&'()*+,$+- ./012"#34567.� conditions of the Prospectus and this Application Form, and subject to the Articles of ��� !"#$%&'() Association; • enclose payment in full for the Hong Kong Offer Shares applied for, inc luding � ���� !"#$%&'() +,-./1%�� !"0.0027%�� ! brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange t rading fee �� !0. 0 05%�� �!" #$ of 0.005%; • confirm that the underlying applicants have undertaken and agreed to accept the Hong � ���� !"#$%& '()+,-./ !0 !12345678 Kong Offer Shares applied for, or any lesser number allocated to such underlying �� !"#$%& '()+,-./0123456 applicants on this application; • understand that these declarations and representations will be relied upon by the � �� � !"#$% &'()+,-./0"123456789:; Company and the Sole Global Coordinator in deciding whether or not to make any �� !"#$ % &'( allotment of Hong Kong Offer Shares in response to this application; • authorise the Company to place the name(s) of the underlying applicants(s) on the � �� � ! "#$%&'()+,-.�� !/0123456 register of members of the Company as the hol der(s) of any Hong Kong Offer Shares �� !" #$%&'()!+,-(./'0123456%&789: to be allotted to them, and (subject to the term s and conditions set out in this Application �� ! �"�#$%&'()+,-!./0123145678/9! Form) to send any share certificate(s) an d/or any refund cheque(s) and/or e-Refund �� !"#$%&��'("#)+,-./0 payment instruction(s) (where applicab le) in accordance with the procedures prescribed in this Application Form and in the Prospectus; • request that any e-Refund pa yment instructions be dispatched to the application � ���� !"#$%&'()+,-./012345+$67+ payment bank account wher e the applicants had paid the application monies from a �� !"#$% single bank account; • request that any refu nd cheque(s) be made payable to the underlying applicant(s) � ���� !"#$%&'()+,-).-/+01 23).4 who had used mult iple bank accounts to pay the application monies and to send an y �� !"#$%&'()+,-./0.123456789:;<= such refund che que(s) by ordinary post at that underlying applicant’s own risk t o the �� !"#$%&'()+,�-./01234%&5678 address stated on the application in accordance with the procedures prescribed in this Applicatio n Form and in the Prospectus; • confirm that each underlying applicant has read the terms and c onditions and � �� !"#$%&'(�� !"#$%&'(�� eIPO �� !"#$ appl ication procedures set out in this Application Form, the design ated website for �� www.eipo.com.hk �� !"#$%&'(&)�+,-. White Form eIPO Service Provider at www.eipo.com.hk and in the Prospectus and agrees to be bound by them; • represent, warrant and undertake that the underlying a pplicants understand that � �� !"#$%�� !"#$%&'()'+,-./01234� the Shares have not been and will not be registered unde r the U.S. Securities Act and �� !"#$%&'()+S�� !"S�� 902�h(3)�� !"# the underlying applicant is outside the United States ( as defined in Regulation S) or is a person described in paragraph h(3) of Rule 902 of Regulation S; • agree that the Company, the Selling Sharehol der, the Sole Sponsor, the Sole Global � ���� !"#$%&"'()+"'(,-./+0123#450 Coordin ator and the Hong Kong Underwrite rs and their respective directors, advisors �� !"#$%&'()+,(-./012"3456 789:; and agents and any other parties involve d in the Global Offering are entitled to rely �� !"#$%&'()+,-./ 012 on any warran ty, representation or decl aration made by us or the underlying applicants; • represent, warra ~~nt~~ and undertake that the allotment of or application for the Hong � �� !"#$%�� !"#$%&� !"#$%'()+,-." Kong Offer Shares to or by each underlying applicant for whose benefit this application �� !"#$%�&'#()+,-./0123456&'789: is made would not requ ire th e Company to comply with any requirements under any �� !"#$%&' !"&()+,-.#$/0123 law or regulation (whether or not having the force of law) of any territory outside Hong Kong; and • agree that this application, any acceptance of it and the resulting contract, will be � ���� !"�� #$%&'()*+,#-./01234567( governed by and construed in accordance with the laws of Hong Kong. �� !"
1
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Signature Date
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Name of applicant Capacity
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We, on behalf of the Total number of Shares Hong Kong Offer Shares on behalf of the underlying applicants whose details are contained
underlying applicants , �� ! in the read-only CD-ROM submitted with this Application Form.
offer to purchase
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A total of Cheques Cheque number(s)
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Name of White Form eIPO Service Provider
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Chinese Name White Form eIPO Service Provider ID
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Name of contact person Contact number Fax number
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HONG KONG PUBLIC OFFERING – White Form eIPO Service Provider Application Form �� !"#$%& eIPO �� !"#$%& Please use this Application Form if you are a White Form eIPO Service Provider and are applying for Hong Kong Offer Shares on behalf of underlying applicants. �� !"#$ eIPO �� !"#$%&'()+),-./0123#456)&78
GUIDELINES TO COMPLETING THIS APPLICATION FORM �� !"#$%&' References to boxes below are to the numbered boxes on this Application Form. �� !"#$%&'()+,- !$.%/ _1_ Sign and date the Application Form in Box 1. Only a written signature will be _1_ �� !"#1�� !"#$%&'()�+% accepted. The name and the representative capacity of the signatory should also be stated. �� !"#$%&'()(+,-./0 To apply for Hong Kong Offer Shares using this Application Form, you must be �� !"#$%&#$'()+,-./0123456789:; named in the list of White Form eIPO service providers who may provide White ��� eIPO �� !"#$%&'()+,-./ �� eIPO �� Form eIPO services in relation to the Hong Kong Public Offering, which was �� ! released by the SFC. _2_ Put in Box 2 (in figures) the total number of Hong Kong Offer Shares for _2_ ��2�� !"#$%&'()()+,-./0123456758 which you wish to apply on behalf of the underlying applicants. �� ! Application details of the underlying applicants on whose behalf you are applying �� !"#$%&'#$(#$)+,-./0123#$4567 must be contained in one data file in read-only CD-ROM format submitted together �� !"#$%& '()+,-. with this Application Form. 3 Complete your payment details in Box 3. 3 ��3�� !"#$%&'() You must state in this box the number of cheques you are enclosing together with �� !"#$%&'��()#+,-./0123456'�� this Application Form; and you must state on the reverse of each of those cheques �� !"#$%&'( (i)�� ! �� eIPO �� !"#$%&' (i) your White Form eIPO Service Provider ID; and (ii) the file number of the �� (ii)�� !"#$%"#&'()%()+%+,-. data file containing application details of the underlying applicant(s). The dollar amount(s) stated in this box must be equal to the amount payable for the �� !"#$%&'(�2�� !"#$%&'()+,-#./ total number of Hong Kong Offer Shares applied for in Box 2. All cheque(s) and �� !"#$%&'()+�,"-./01234356"789: this Application Form together with a sealed envelope containing the CD-ROM, if �� !"#$%&'()+, any, must be placed in the envelope bearing your company chop. For payments by cheque, the cheque must: �� !"#$%&' !() • be in Hong Kong dollars; � �� !"# • not be post dated; � �� !"# • be drawn on a Hong Kong dollar bank account in Hong Kong; � �� !"#$!%&'()+, • show your (or your nominee’s) account name; � �� !"#$ !"%&'()+&,• be made payable to “ Horsford Nominees Limited – 3sBio Public Offer ”; � �� !"#$�� !"#$%&'()��� !�� • be crossed “Account Payee Only”; and � �� !"#$%&'()+,-./0 • be signed by the authorised signatories of the White Form eIPO Services � ��� eIPO �� !"#$%&'(&') Provider. Your application may be rejected if any of these requirements is not met or if the �� !"#$%&'()�+,-./0123456789:; cheque is dishonored on its first presentation. �� !"#$ It is your responsibility to ensure that details on the cheque(s) submitted correspond �� !"#$%&'()+(,-./01234&'(56789 with the application details contained in the CD-ROM or data file submitted in �� !"#$%&'(��)+,-./0123456789:; respect of this application. The Company and the Sole Global Coordinator have �� !"#$% &'()+, full discretion to reject any applications in the case of discrepancies. No receipt will be issued for sums paid on application. �� !"#$%&'()+,- _4_ Insert your details in Box 4 (using BLOCK letters). _4_ ��4�� !"#$%&'()+�,-. You should write the name, Hong Kong Identity Card number and address of the �� !"#$%&�� eIPO �� !" # ~~$%~~ &'()+,-./ White Form eIPO Service Provider in this box. You should also include the name �� !"#$%&' !"()+ ,-./0, 12345673 and telephone number of the contact person at your place of business and where �� !"#$%&'#$() applicable, the Broker No. and Broker’s Chop. Personal Information Collection Statement �� !"#$% The main provisions of the Personal Data (Privacy) Ordinance (the “Ordinance”) came �� !"#$%&'"(&')% +,-&./1996�12�20�� !"# $% into effect in Hong Kong on December 20, 1996. This Personal Information Collection �� !"#$%&'()� + ,-. /&012,3456789. : Statement informs the applicant for and holder of the Shares of the policies and practices �� !"#$%&'"( ) of the Company and the Hong Kong Share Registrar in relation to personal data and the Ordinance. 1. Reasons for the collection of your personal data 1. �� !" #$%&'() From time to time it is necessary for applicants for securities or registered holders �� ! "#��$%&'" !��#(��)+,-.# (,-� of securities to supply their latest correct personal data to the Company and/or the �� !"#$%&'()�+,-./012$3425 6789: Hong Kong Share Registrar when applying for securities or transferring securities � � !"#$%&'()+,-./012 into or out of their names or in procuring the services of the Hong Kong Share Registrar. Failure to supply the requested data may result in your application for securities �� !"#$%&'( )+,-./012 3456789:;' being rejected or in delay or inability of the Company and/or the Hong Kong Share �� !"#�$%&'()+,-./0� 123456789:� Registrar to effect transfers or otherwise render their services. It may also prevent �� !"#$%&'()+,-'./0 12340560��7* or delay registration or transfer of the Hong Kong Offer Shares which you have �� !"#$%&'()+ !"#, $-./012()3�4 successfully applied for and/or the despatch of Share certificate(s), and/or the despatch of e-Refund payment instructions, and/or the despatch of refund cheque(s) to which you are entitled. It is important that the applicants and the holders of securities inform the Co mpany �� !"#$%"&'()" +,%-./0123456789: and the Hong Kong Share Registrar immediately of any inaccuracies in the personal �� !"#$%& data supplied. 2. Purposes 2. �� ! The personal data of the applicants and holders of securities m ay be used, held and/ �� !"#$%"& '"()+,-./0123$%#45678 or stored (by whatever means) for the following purposes: �� !"#$ • processing of your application and refund ch eque, where applicable, and � �� !" #$%&'()+,-./01234567$%89 verification of compliance with the terms and application procedures set �� ! "#$%&�'()+�,-./01 23456 out in this Application Form and the Pro spectus and announcing results of �� allocations of the Hong Kong Offer S hares; • enabling compliance with all appli cable laws and regulations in Hong Kong � �� !"#$%&'()+,-./$.01 and elsewhere; • registering new issues or t ransfers into or out of the names of holders of � �� !"#$%&#$'()+,-.%/,-.012) securities including, wh ere applicable, in the name of HKSCC Nominees; �� !"#$%&'()+�,-./012345 • maintaining or upda ting the registers of holders of securities of the Company; � �� !"#$%&'()+,• conducting or assisting to conduct signature verifications, any other � �� !"��#$%&'()+%& ,-./0 verification or exchange of information; • establis hing benefit entitlements of holders of securities of the Com pany, � �� !"#$%&'()+,-./0123415617, such as dividends, rights issues and bonus issues, etc; �� !" • d istributing communications from the Company and its subs idiaries; � �� !"#$%&!"'()+, • compiling statistical information and Shareholder profile s; � �� !"#$%&"#' • making disclosures as required by laws, rules or reg ulations; � �� !"#$%#!&'()+,- • disclosing identities of successful appli cants by way of press � �� !"#$%&'()+,-./01234 announcement(s) or otherwise; • disclosing relevant information to facilit ate claims on entitlements; and � �� !"#$%&'()+,• an y other incidental or associated pu rposes relating to the above and/or to � �� !"#$%&'()+",-./01234.567 enabl e the Company and the Hong Kong Share Registrar to discharge their �� !"#$%&'()�+,-./0123456-)� obligati ons to holders of securit ies and/ or regulators and any other purpose �� !"#$%&'()+, to which th e holders of secu rities may from time to time agree. 3. Transfer of personal data 3. �� !"# Personal data held by the Company and the Hong Kong Share Registrar relating to �� !"#$%&'()+,-.$%/01!,-1.21345 the applicants and the holders of securities will be kept confidential but the Company �� !"#$%&'()+,-./01234512673489 and its Hong Kong Share Registrar may, to the extent necessary for achieving the �� !"#$%&'( )+,$-(./0123456789: above purposes or any of them, make such enquiries as they consider necessary to �� !"#$%&'()+,-./0 "1� 23 45678 confirm the accuracy of the personal data and in particular, they may disclose, �� !"#$% obtain, transfer (whether within or outside Hong Kong) the personal data of the applicants and the holders of securities to, from or with any and all of the following persons and entities: • the Company or its appointed agents such as financial advisers, receiving � �� !"#$%&'()+,-./0123456789: bank and overseas principal registrars; �� !"# • where applicants for securities request deposit into CCASS, to HKSCC and � �� !"#$%&� '()+,-./012+,312+ HKSCC Nominees, who will use the personal data for the purposes of �� !"#$%&'()+,-.�/0%123!456 operating CCASS; • any agents, contractors or third-party service providers who offer � �� !"#$%&'()+,-./0123456789: administrative, telecommunications, computer, payment or other services �� !" !# $%&'()+,- ./0&123) to the Company and/or the Hong Kong Share Registrar in connection with �� ! the operation of their respective businesses; • any regulatory or governmental bodies (including the Stock Exchange and � �� !"#$%&'()+,-. /01the SFC); and • any other persons or institutions with which the holders of securities have � �� !"#"$%"&'()+,-.#/$012345 or propose to have dealings, such as their bankers, solicitors, accountants �� !�"#!$%&'() or stockbrokers, etc. 4. Retention of personal data 4. �� !"#$ The Company and its Hong Kong Share Registrar will keep the personal data of �� !"#$%&'()+,-./012345678%&9:/ the applicants and holders of securities for as long as necessary to fulfil the purposes �� !"#!$%&'()"#!$%+,-./012345& for which the personal data were collected. Personal data which is no longer required will be destroyed or dealt with in accordance with the Ordinance. 5. Access and correction of personal data 5. �� !"#$%& The Ordinance provides the applicants and the holders of securities with rights to �� !"#$%&'()&+,-./01'2345"#6789 ascertain whether the Company and/or the Hong Kong Share Registrar hold their �� !"#$%&'( )$%+,-./01$%234567 personal data, to obtain a copy of that data, and to correct any data that is inaccurate. �� !"#$%&'()+,-./0123456789:.; In accordance with the Ordinance, the Company and the Hong Kong Share Registrar �� !"#$%&'()+,-./+,-01'(234564% have the right to charge a reasonable fee for the processing of any data access �� !"#� #$%&'()+#+,-./012345678 request. All requests for access to data or correction of data or for information �� !"#$%&'()+,regarding policies and practices and the kinds of data held should be addressed to the Company for the attention of the Company secretary or (as the case may be) the Hong Kong Share Registrar for the attention of the Privacy Compliance Officer for the purposes of the Ordinance. By signing an Application Form, you agree to all of the above. �� !"#$%&'$()+,-./ DELIVERY OF THIS APPLICATION FORM �� !"#$ This completed Application Form, together with the appropriate cheque(s) together with a �� !"#$%&'()+,-./0+1234!5676'89: sealed envelope containing the CD-ROM, must be submitted to the following receiving 2015�6�4�� !"#$%"&'()+,$-./012 bank by 4:00 p.m. on Thursday, June 4, 2015: Standard Chartered Bank (Hong Kong) Limited* �� !"#$%&'() 15/F, Standard Chartered Tower, �� ! 388 Kwun Tong Road �� Kwun Tong �� 388� Kowloon, Hong Kong �� !15�