3SBio Inc. — Capital/Financing Update 2016

Jan 26, 2016

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)

(1) MAJOR TRANSACTION ACQUISITION OF FURTHER EQUITY INTERESTS IN SHANGHAI CP GUOJIAN PHARMACEUTICAL CO., LTD.; AND (2) CHANGE IN USE OF PROCEEDS

(1) ACQUISITION OF FURTHER EQUITY INTERESTS IN SHANGHAI CP GUOJIAN PHARMACEUTICAL CO., LTD.

Reference is made to the voluntary announcement of the Company dated January 19, 2016 in relation to the further acquisitions of equity interests in Lansheng Guojian and the Target. The Board is pleased to announce that on January 26, 2016, Shanghai Hongshang, a nonwholly owned subsidiary of the Company, entered into the following agreements:

• (a) Agreement V with Lansheng Corporation and Lansheng Group, pursuant to which:

• (i) Shanghai Hongshang agreed to acquire and Lansheng Corporation agreed to sell a 34.65% equity interest in Lansheng Guojian;

• (ii) Shanghai Hongshang agreed to acquire and Lansheng Group agreed to sell a 3.85% equity interest in Lansheng Guojian; and

• (b) Agreement VI with Lansheng Corporation, pursuant to which Shanghai Hongshang agreed to acquire and Lansheng Corporation agreed to sell an approximately 0.73% equity interest in the Target.

Reference is made to the announcement of the Company dated November 20, 2015 which contains particulars of the Previous Acquisition II. As the Previous Acquisition II relates to direct and indirect acquisition of equity interests in the Target and was completed within 12 months of the Transactions, the Previous Acquisition II and the Transactions have been aggregated as a series of transactions pursuant to Rule 14.22 of the Listing Rules.

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As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the Previous Acquisition II and the Transactions is more than 25% but all percentage ratios are less than 100%, the Transactions constitute a major transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification, announcement and Shareholders’ approval requirements under the Listing Rules.

Pursuant to the Listing Rules, Shareholders’ approval is required for a major transaction. As no Shareholders have a material interest in the Transactions, no Shareholders would be required to abstain from voting if the Company was to convene a general meeting for approving the Transactions. The Company will not be required to convene a general meeting for approving the Transactions because the Company has obtained written Shareholders’ approvals from the Controlling Shareholders and CS Sunshine in lieu of convening a general meeting as permitted by Rule 14.44 of the Listing Rules. The Controlling Shareholders and CS Sunshine, being a closely allied group of Shareholders, together directly hold 1,610,841,430 shares in the Company, representing approximately 64.04% of the issued share capital of the Company as at the date of this announcement.

A circular containing, among other things, further details of the Previous Acquisition II and the Transactions will be dispatched to the Shareholders as soon as possible but not later than February 29, 2016.

As the Transactions are conditional on the satisfaction (or, if applicable, waiver) of certain conditions, they may or may not proceed. None of the Transactions are conditional upon other Transactions completing. Shareholders and potential investors should exercise caution when dealing in the shares of the Company.

(2) CHANGE IN USE OF PROCEEDS

The Company intends to acquire direct and indirect further equity interests in CP Guojian and to expand its product portfolio through selective acquisitions (the “ Potential Acquisitions ”). The Board is of the view that the Potential Acquisitions will enable the Group to significantly expand its product portfolio and thereby offer the Group greater potential for profit and longterm business sustainability. The Company has fully utilized the HK$2,280.4 million net proceeds from the Global Offering allocated for acquisitions. Accordingly, in order to better allocate the unutilized net proceeds from the Global Offering, the Board has resolved to change the original uses of the net proceeds and reallocate approximately HK$2,787.2 million of the net proceeds to the Transactions and the Potential Acquisitions.

1. AGREEMENT V

The principal terms of Agreement V are summarized below.

Date: January 26, 2016 Parties: (i) Shanghai Hongshang (ii) Lansheng Corporation (iii) Lansheng Group

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• Asset to be transferred: (i) Shanghai Hongshang agreed to acquire and Lansheng Corporation agreed to sell a 34.65% equity interest in Lansheng Guojian; and

• (ii) Shanghai Hongshang agreed to acquire and Lansheng Group agreed to sell a 3.85% equity interest in Lansheng Guojian.

Consideration:

The consideration payable to Lansheng Corporation is RMB890,093,900 while the consideration payable to Lansheng Group is RMB98,899,300.

The consideration will be paid in cash to each of Lansheng Corporation and Lansheng Group in two installments. The first installment will be settled with the deposit paid to the SUAEE. The second installment will be settled within five business days of signing of Agreement V.

The consideration was determined among the parties to Agreement V after arm’s length negotiations. Time for Completion V: Completion V shall take place on the date on which the SUAEE issues the property transaction certificate ( 產權交易憑證 ).

2. AGREEMENT VI

The principal terms of Agreement VI are summarized below.

Date: January 26, 2016

Parties: (i) Shanghai Hongshang (ii) Lansheng Corporation

Assets to be acquired: Shanghai Hongshang agreed to acquire and Lansheng Corporation agreed to sell an approximately 0.73% equity interest in the Target. Consideration: The consideration payable to Lansheng Corporation is RMB44,325,600.

The consideration will be paid in cash to Lansheng Corporation in two installments. The first installment will be settled with the deposit paid to the SUAEE. The second installment will be settled within five business days of signing of Agreement VI.

The consideration was determined between Shanghai Hongshang and Lansheng Corporation after arm’s length negotiations.

Time for Completion VI shall take place on the date on which the SUAEE Completion VI: issues the property transaction certificate ( 產權交易憑證 ).

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Upon completion of the Transactions, the Group will collectively control an approximately 54.36% equity interest in the Target. The Company may acquire further equity interests in the Target. The Company will continue to work with the Target’s shareholders, customers and employees in strengthening the Target’s position as a leading biopharmaceutical company in the PRC’s antibody product sector and is committed to working with the Target in expanding its business within the PRC and internationally.

3. INFORMATION OF THE TARGET

The Target was incorporated in the PRC on January 25, 2002. It is a biopharmaceutical company with expertise in developing, manufacturing and marketing monoclonal antibody therapeutics.

Based on the information provided by the Target, the following is a summary of the audited consolidated financial information of the Target for the two financial years ended December 31, 2013 and 2014 and the six months ended June 30, 2015. The financial information of the Target was prepared in accordance with the PRC GAAP.

	For the	For the	For the six
	year ended	year ended	months ended
	December 31,	December 31,	June 30,
	2013	2014	2015
	RMB’000	RMB’000	RMB’000
Revenue	739,937	780,114	399,734
Gross margin	698,364	725,676	373,222
Operating income	282,409	162,055	89,373
Net profit before taxation and
extraordinary items	347,959	245,795	99,957
Net profit after taxation and
extraordinary items	298,329	213,420	89,006

As of December 31, 2013 and 2014, the audited consolidated net asset value of the Target amounted to approximately RMB1,837,114,000 and RMB2,050,527,000, respectively. As of June 30, 2015, the audited consolidated net asset value of the Target amounted to approximately RMB2,139,528,000.

4. INFORMATION OF LANSHENG GUOJIAN

Lansheng Guojian was incorporated in the PRC on December 23, 1998. It is an investment holding company and as of June 30, 2015, did not have any material assets other than bank deposits of approximately RMB36,398,000 and its holding of an approximately 41.69% equity interest in the Target.

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Based on the information provided by Lansheng Guojian, the following is a summary of the audited financial information of Lansheng Guojian for the two financial years ended December 31, 2013 and 2014 and the six months ended June 30, 2015. The financial information of Lansheng Guojian was prepared in accordance with the PRC GAAP.

	For the	For the	For the six
	year ended	year ended	months ended
	December 31,	December 31,	June 30,
	2013	2014	2015
	RMB’000	RMB’000	RMB’000
Net profit before taxation and
extraordinary items	108,747	76,027	34,665
Net profit after taxation and
extraordinary items	108,747	76,027	34,665

5. REASONS FOR AND BENEFITS OF THE TRANSACTIONS

Given the Target’s expertise in the development, manufacture and marketing of monoclonal antibody therapeutics, the Company is of the view that acquiring a majority stake in the Target will enable the Company to significantly expand its product portfolio, thereby offering a greater potential for profit and long-term business sustainability.

Additional approved products and product candidates

Through these Transactions, the Company will add two approved products to its product portfolio, namely Yisaipu ( 益賽普 ) (also generally known as etanercept ( 依那西普 )) and Xenopax ( 健尼哌 ) (also generally known as daclizumab ( 達利珠單抗 )). The Company will also acquire a pipeline of monoclonal antibody product candidates for which new drug applications have been filed.

Yisaipu is indicated for the treatment of rheumatoid arthritis, plague psoriasis and ankylosing spondylitis and according to IMS data, had a dominant market share of 61.0% by sales in 2013. Xenopax targets the treatment of acute cellular rejection after solid organ transplantation.

Besides the additional approved products and product candidates highlighted above, the Company also believes that these Transactions will bring the following benefits to the Company:

Integration with the Company’s existing manufacturing platforms

The Target will provide a manufacturing platform for the Company’s phase I monoclonal antibody anti-TNF alpha candidates for the treatment of rheumatoid arthritis. The Target’s monoclonal antibody manufacturing platform is complementary to the Company’s other manufacturing platforms for mammalian and bacterial recombinant proteins in Shenyang and Shenzhen, and chemically synthesized small molecules in Hangzhou. Such platform will also enable the Company to develop, manufacture and market a wide range of medicines within its therapeutic areas.

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The Target currently operates five antibody production lines with a total annual capacity of over 8,000 liters. Six new antibody production lines with a total annual capacity of 30,000 liters are currently under trial run.

Integration with the Company’s sales and research and development teams

Upon completion of these Transactions, the Company will be able to: (i) integrate its existing oncology sales team with the Target’s rheumatology sales team in marketing the Company’s and the Target’s oncology and rheumatology product candidates in the pipeline; and (ii) strengthen its research and development capabilities for monoclonal antibody products through integration of the Target’s research and development team into the Company’s existing research and development platform.

For further details on the Company’s existing cooperation with CP Guojian, please refer to the section headed “Business — Our Strategic Cooperation with CP Guojian” in the Prospectus.

The Board considers that the terms and conditions of Agreement V and Agreement VI are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

6. GENERAL INFORMATION

The Company is a leading biotechnology company in the PRC. The Group has extensive expertise in developing, manufacturing and marketing biopharmaceuticals.

Shanghai Hongshang is an investment holding company.

Lansheng Corporation is a company primarily engaged in the import and export of goods and technologies.

Lansheng Group is a company primarily engaged in the operation and management of stateowned assets and international trade.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Lansheng Corporation, Lansheng Group and their ultimate beneficial owners are Independent Third Parties and are independent of the connected persons of the Company (as defined under the Listing Rules).

As the Transactions are conditional on the satisfaction (or, if applicable, waiver) of certain conditions, they may or may not proceed. None of the Transactions are conditional upon other Transactions completing. Shareholders and potential investors should exercise caution when dealing in the shares of the Company.

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7. LISTING RULES IMPLICATIONS

Reference is made to the announcement of the Company dated November 20, 2015 which contains particulars of the Previous Acquisition II. As the Previous Acquisition II relates to direct and indirect acquisition of equity interests in the Target and was completed within 12 months of the Transactions, the Previous Acquisition II and the Transactions have been aggregated as a series of transactions pursuant to Rule 14.22 of the Listing Rules.

As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the Previous Acquisition II and the Transactions is more than 25% but all percentage ratios are less than 100%, the Transactions constitute a major transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification, announcement and Shareholders’ approval requirements under the Listing Rules.

Pursuant to the Listing Rules, Shareholders’ approval is required for a major transaction. As no Shareholders have a material interest in the Transactions, no Shareholders would be required to abstain from voting if the Company was to convene a general meeting for approving the Transactions. The Company will not be required to convene a general meeting for approving the Transactions because the Company has obtained written Shareholders’ approvals from the Controlling Shareholders and CS Sunshine in lieu of convening a general meeting as permitted by Rule 14.44 of the Listing Rules. The Controlling Shareholders and CS Sunshine, being a closely allied group of Shareholders, together directly hold 1,610,841,430 shares in the Company, representing approximately 64.04% of the issued share capital of the Company as at the date of this announcement.

A circular containing, among other things, further details of the Previous Acquisition II and the Transactions will be dispatched to the Shareholders as soon as possible but not later than February 29, 2016.

8. CHANGE IN USE OF PROCEEDS

Use of proceeds disclosed in the Prospectus

The net proceeds of the Global Offering, after deducting the underwriting fees, commissions and expenses paid by the Company in relation to the Global Offering, were approximately HK$5,067.6 million. It was disclosed in the section headed “Future Plans and Use of Proceeds” in the Prospectus that the Company intended to use the net proceeds for the following purposes:

• approximately 45% of the net proceeds, or approximately HK$2,280.4 million, to expand the Group’s portfolio of pharmaceutical products in the Group’s focused therapeutic areas through selective acquisitions;

• approximately 15% of the net proceeds, or approximately HK$760.1 million, to strengthen the sales and marketing of the Company’s products;

• approximately 15% of the net proceeds, or approximately HK$760.1 million, to fund capital expenditure projects to increase the Group’s production capabilities by constructing new production lines;

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• approximately 15% of the net proceeds, or approximately HK$760.1 million, to fund the Group’s research and development projects; and

• approximately 10% of the net proceeds, or approximately HK$506.9 million, to supplement the Group’s working capital and for general corporate purposes.

As at the date of this announcement and before the Transactions, the Company has utilized HK$2,280.4 million of the net proceeds, of which:

• approximately HK$618.5 million* was utilized to the acquisition of equity interests in Zhejiang Wansheng Pharmaceutical Co., Ltd. ( 浙江萬晟藥業有限公司 ); and

• approximately HK$1,661.9 million* was utilized to the Previous Acquisition II.

Change in use of proceeds

On January 26, 2016, the Board resolved to change the use of the unutilized net proceeds, amounting to approximately HK$2,787.2 million, details of which are set out as follow:

	Balance of the
	net proceeds as	Revised net
	at the date of this	proceeds to be
	announcement	utilized
	(HK$ million)	(HK$ million)
Original intended use of net proceeds
Expansion of the Group’s portfolio of
pharmaceutical products in the Group’s
focused therapeutic areas through selective
acquisitions	nil	—
Strengthening of the sales and marketing of the
Group’s products	760.1	—
Funding capital expenditure projects to increase
the Group’s production capabilities by
constructing new production lines	760.1	—
Funding the Group’s research and
development projects	760.1	—
Supplementing the Group’s working capital
and for general corporate purposes	506.9	—
Revised intended use of net proceeds
Potential Acquisitions	—	2,787.2
Total	2,787.2	2,787.2

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Reasons for the change in use of proceeds

The Company intends to undertake the Potential Acquisitions. The Board is of the view that the Potential Acquisitions will enable the Group to significantly expand its product portfolio and thereby offer the Group greater potential for profit and long-term business sustainability. The Company has fully utilized the HK$2,280.4 million net proceeds from the Global Offering allocated for acquisitions. Accordingly, in order to better allocate the unutilized net proceeds from the Global Offering, the Board has resolved to change the original uses of the net proceeds and reallocate approximately HK$2,787.2 million of the net proceeds to the Transactions and the Potential Acquisitions.

The reallocated HK$2,787.2 million accounts for 55% of the total net proceeds from the Global Offering. The Board considers that, in view of the Group’s operation and business updates, the reallocation of the unutilized proceeds will facilitate efficient allocation of financial resources and strengthen the future development of the Group and that the reallocation is appropriate and in the best interests of the Company and Shareholders as a whole. To the extent that the Group still requires cash to fund the other proposed uses disclosed in the Prospectus, the Group will use cash flows from its operating activities to fund such activities.

9. DEFINITIONS

In this announcement, the following expressions shall have the respective meanings ascribed adjacently below, unless the context requires otherwise:

• “Acquisition V”

• the acquisitions of 34.65% and 3.85% equity interests in Lansheng Guojian by Shanghai Hongshang from Lansheng Corporation and Lansheng Group, respectively, pursuant to the terms and conditions of the Agreement V

• “Acquisition VI”

• the acquisition of an approximately 0.73% equity interest in the Target by Shanghai Hongshang from Lansheng Corporation pursuant to the terms and conditions of the Agreement VI

• “Agreement V” the equity transfer agreement dated January 26, 2016 entered into among Shanghai Hongshang, Lansheng Corporation and Lansheng Group in relation to Acquisition V

• “Agreement VI” the equity transfer agreement dated January 26, 2016 entered into between Shanghai Hongshang and Lansheng Corporation in relation to Acquisition VI

• “Board” the board of Directors

“Company” 3SBio Inc. 三生制药 , a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange

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“Completion V”	completion of Acquisition V
“Completion VI”	completion of Acquisition VI
“Controlling Shareholders”	refers to Mr. Lou Jing, Mr. Lou Dan, Mr. Tan Bo, Ms. Su
	Dongmei, Mr. Huang Bin, Lambda International Limited,
	Century Sunshine Limited, Decade Sunshine Limited, Hero
	Grand Management Limited, Triple Talent Enterprises Limited,
	Joint Palace Group Limited, Known Virtue International
	Limited and Medical Recovery Limited who form a group of
	controlling shareholders of the Company (as defined in the
	Listing Rules)
“CS Sunshine”	CS Sunshine Investment limited, a company incorporated in
	the British Virgin Islands and a substantial Shareholder of the
	Company (as defined in the Listing Rules)
“Director(s)”	the director(s) of the Company
“Global Offering”	has the same meaning as defined in the Prospectus
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	Hong Kong Special Administrative Region of the People’s
	Republic of China
“IMS”	IMS Health Incorporated, a global provider of market
	intelligence to the pharmaceutical and healthcare industries
“Independent Third Party”	a person or entity who is not considered a connected person or
	an associate of a connected person of the Company under the
	Listing Rules
“Lansheng Corporation”	Shanghai Lansheng Corporation (上海蘭生股份有限公司), a
	company incorporated in the PRC which held an approximately
	34.65% equity interest in Lansheng Guojian before Acquisition
	V and an approximately 0.73% equity interest in the Target
	before Acquisition VI and the shares of which are listed on the
	Shanghai Stock Exchange under stock code 600826
“Lansheng Group”	Shanghai Lansheng (Group) Corporation (上海蘭生（集團）
	有限公司), a company incorporated in the PRC which held
	an approximately 3.85% equity interest in Lansheng Guojian
	before Acquisition V

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“Lansheng Guojian”	Shanghai Lansheng Guojian Pharmaceutical Company Limited
	(上海蘭生國健藥業有限公司), a company incorporated in the
	PRC which holds an approximately 41.69% equity interest in
	the Target
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
“PRC”	the People’s Republic of China and for the purposes of this
	announcement, excluding Hong Kong, the Macau Special
	Administrative Region of the People’s Republic of China and
	Taiwan
“PRC GAAP”	generally accepted accounting principles of the PRC in effect as
	modified from time to time
“Previous Acquisition II”	the Group’s previous acquisition of equity interests in Shanghai
	Hongshang and the Target in November 2015 as announced by
	the Company on November 20, 2015
“Prospectus”	the Company’s prospectus dated June 1, 2015
“RMB”	Renminbi, the lawful currency of the PRC
“Shanghai Hongshang”	Shanghai Hongshang Investment Company Limited (上海翃熵
	投資有限公司), a company incorporated in the PRC which held
	an approximately 57.75% equity interest in Lansheng Guojian
	before Acquisition V and an indirect non-wholly owned
	subsidiary of the Company
“Shareholder(s)”	the holder(s) of the shares of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“SUAEE”	the Shanghai United Assets and Equity Exchange (上海聯合產
	權交易所)
“Target” or "CP Guojian"	Shanghai CP Guojian Pharmaceutical Co., Ltd. (上海中信國
	健藥業股份有限公司), a company incorporated in the PRC in
	which the Group collectively controls an approximately 53.64%
	equity interest as of the date of this announcement

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“Transactions”

the transactions contemplated by Agreement V and Agreement VI

“%”

percent

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

Hong Kong, January 26, 2016

• For the purposes of illustration only, the amount denominated in HK$ was translated from RMB at the rate of HK$1 = RMB0.84078 (being the RMB central parity rate announced by the People’s Bank of China as at January 25, 2016). Such translations should not be construed as a representation that the amounts in question have been, could have been or could be, converted at any particular rate at all.

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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