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3SBio Inc. Capital/Financing Update 2016

Mar 4, 2016

49981_rns_2016-03-04_56f3cd4f-5822-4fad-ab3a-5594e339673b.pdf

Capital/Financing Update

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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)

CONNECTED TRANSACTION AND MAJOR TRANSACTION IN RELATION TO THE ACQUISITION OF FURTHER EQUITY INTERESTS IN SHANGHAI CP GUOJIAN PHARMACEUTICAL CO. LTD. AND PROPOSED GRANT OF OPTIONS — UPDATE

Reference is made to the announcement of the Company of even date with respect to the acquisition of further equity interests in Shanghai CP Guojian Pharmaceutical Co., Ltd and proposed grant of options (the “ Announcement ”). Capitalized terms used herein shall have the same meanings as those defined in the Announcement.

As stated in the Announcement, in connection with Agreement VII, the Company intended to enter into an Option Deed with CITIC Holdings and CITIC Pacific.

The Company is pleased to announce that on March 4, 2016, the Company, CITIC Holdings and CITIC Pacific entered into the Option Deed on the terms disclosed in the Announcement. The purpose of this announcement is to provide further information about the Exercise Price, which is set after the end of the trading hours on the date of the Option Deed according to its terms.

Pursuant to the terms of the Option Deed dated March 4, 2016 entered into among the Company, CITIC Holdings and CITIC Pacific, the Exercise Price is HK$9.10 per Option Share, which represents:

  • (a) a discount of approximately 3.91% to the closing price of HK$9.47 per Share as quoted on the Stock Exchange on March 4, 2016 (being the last trading day for the Shares prior to the publication of this announcement, the “ Last Trading Day ”);

  • (b) a discount of approximately 2.88% to the average closing price of approximately HK$9.37 per Share as quoted on the Stock Exchange for the five consecutive trading days immediately prior to and including the Last Trading Day;

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  • (c) a discount of approximately 2.78% to the average closing price of approximately HK$9.36 per Share as quoted on the Stock Exchange for the ten consecutive trading days immediately prior to and including the Last Trading Day; and

  • (d) a premium of approximately 271.20% to the unaudited net asset value of the Group of approximately RMB2.06 (equivalent to approximately HK$2.46*) per Share as at June 30, 2015.

As disclosed in the Announcement, a circular containing, among other things, further details of Previous Acquisition II, Previous Acquisition III and the Transactions along with a notice of the EGM (if required) will be dispatched to the Shareholders as soon as possible but not later than April 15, 2016.

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

Hong Kong, March 4, 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.

  • calculated in accordance with the Renminbi’s central parity rate against Hong Kong dollars published by the People’s Bank of China on March 4, 2016. (i.e. RMB0.84029 : HK$1)

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