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3SBio Inc. — Capital/Financing Update 2016
Feb 22, 2016
49981_rns_2016-02-22_a9b77781-e84d-4059-b67f-8b9099d92d81.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)
VOLUNTARY ANNOUNCEMENT
BUSINESS UPDATE
This announcement is made by the board (the “ Board ”) of directors (the “ Directors ”) of 3SBio Inc. (the “ Company ” together with its subsidiaries, the “ Group ”) on a voluntary basis. Reference is also made to the Company’s announcements dated November 20, 2015 and January 26, 2016 with respect to the Group’s acquisition of further equity interests in CP Guojian (the “ Announcements ”) and the announcement dated December 11, 2015 with respect to a delay in the dispatch of the circular with respect to the acquisitions (the “ Circular ”) described in the Announcements. Capitalized terms used in this announcement shall have the same meanings as set out in the Announcements unless otherwise defined.
As confirmed by the SUAEE, the Company is the only intended transferee for (i) the entire issued share capital of Gains Prestige Limited ( 澤威有限公司 ) (the “ Equity Interest ”), which indirectly holds an approximately 43.42% equity interest in CP Guojian, held by CITIC HONG KONG (HOLDINGS) LIMITED 中信(香港集團)有限公司 (“ CITIC Holdings ”) and (ii) the interest of CITIC Holdings in a shareholder’s loan of HK$1,085,230,039 owed to it by Gains Prestige (the “ Loan ”), which had together been offered for sale via the SUAEE. As of the date of this announcement, the Group collectively controls an approximately 54.36% equity interest in CP Guojian.
In contemplation of the foregoing, the Company is expected to proceed with signing the definitive agreements for the acquisition of the Equity Interest and the assignment of the Loan (the “ Agreements ”). The Company will announce further details once the Agreements are duly executed and, as these transactions will be aggregated with the acquisitions set out in the Announcements pursuant to Rule 14.22 of the Listing Rules, will include all relevant details and other information required by the Listing Rules in the Circular as required.
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REASONS FOR AND BENEFITS OF THE TRANSACTIONS
The purpose of the transactions contemplated by the Agreements is to acquire further indirect equity interests in CP Guojian. For further details of the reasons for and benefits of the acquisition of CP Guojian, please refer to the Announcements.
GENERAL INFORMATION
The Company is a leading biotechnology company in the People’s Republic of China. The Group has extensive expertise in developing, manufacturing and marketing biopharmaceuticals.
CITIC Holdings is an investment holding company principally engaged in investment and investment management.
Gains Prestige is an investment holding company.
As Gains Prestige holds more than 10% equity interest in CP Guojian, an indirect non-wholly owned subsidiary of the Company, and CITIC Holdings in turn is the holding company of Gains Prestige, CITIC Holdings and Gains Prestige are connected persons of the Company at the subsidiary level under the Listing Rules. The acquisition of the Equity Interest and the assignment of the Loan therefore also constitute connected transactions under Chapter 14A of the Listing Rules.
As the definitive Agreements are yet to be signed, there can be no assurance that the acquisition of the Equity Interest and the assignment of the Loan will proceed and that any forward-looking statements regarding the business developments of the Group or any of the other matters set out herein will materialize. Shareholders and potential investors of the Company should exercise caution when dealing in the shares of the Company and should not place any excessive reliance on the information disclosed herein.
By order of the Board 3SBio Inc. Mr. LOU Jing Chairman
Hong Kong, February 22, 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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