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3SBio Inc. Capital/Financing Update 2018

Sep 5, 2018

49981_rns_2018-09-05_a260ec12-736c-4a2a-8d2f-57f24af75c57.pdf

Capital/Financing Update

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==> picture [103 x 57] intentionally omitted <==

Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 31/08/2018

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer 3SBio Inc. Date Submitted 05 / 09 / 2018

  • I. Movements in Authorised Share Capital

1. Ordinary Shares

1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares
(1) Stock code :1530
Description :
Ordinary Shares
No. of ordinary
shares
Par value
(US$)
Balance at close of preceding month 50,000,000,000
0.00001
Increase/(decrease)
NIL
Balance at close of the month
50,000,000,000
0.00001		 Ordinary Shares Authorised share
capital
(US$)
500,000
NIL
500,000
Par value
(US$)
0.00001
0.00001
(2) Stock code :N/A
Description :
N/A
No. of ordinary
shares
Balance at close of preceding month

Increase/(decrease)
Balance at close of the month
 N/A Authorised share
capital
(State currency)
Par value
(State
currency)
  1. Preference Shares
2. Preference Shares 2. Preference Shares 2. Preference Shares 2. Preference Shares 2. Preference Shares
Stock code :
N/A
Description :
N/A
No. of
preference
shares
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month		 N/A Authorised share
capital
(State currency)
Par value
(State
currency)
3.OtherClasses ofShares
Stock code :
N/A
Description :
N/A
No. of other
classes of
shares
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month		 N/A Authorised share
capital
(State currency)
Par value
(State
currency)

Total authorised share capital at the end of the month (US$) : 500,000

II. Movements in Issued Share Capital

Balance at close of
preceding month
Increase/ (decrease)
during the month
Balance at close of
the month		 No. of ordinary shares
(1)
(2)		 No. of preference
shares
No. of other
classes of shares
2,538,796,890
4,917,661
**2,543,714,551 **		 N/A
N/A
N/A		 N/A
N/A
N/A		 N/A
N/A
N/A

III. Details of Movements in Issued Share Capital

Share Options (underShare OptionSchemes oftheIssuer) Share Options (underShare OptionSchemes oftheIssuer) Share Options (underShare OptionSchemes oftheIssuer) Share Options (underShare OptionSchemes oftheIssuer) Share Options (underShare OptionSchemes oftheIssuer) Share Options (underShare OptionSchemes oftheIssuer)
Particulars of
share option
scheme
including EGM
approval date
(dd/mm/yyyy) and
class of shares
issuable		 Movement during the month No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant
thereto as at close of
the month
Granted Exercised Cancelled Lapsed
1. Share Option
Scheme
(adopted on
23/05/2015 and
amended on
28/06/2016)
Exerciseprice at
HK$7.62 per
share
(Grant date:
02/02/2017)
Ordinaryshares
N/A
N/A
N/A
N/A
(Note 1)
2.


(/ /)
shares
N/A
N/A
N/A
N/A
(Note 1)
3.


(/ /)
shares
N/A
N/A
N/A
N/A
(Note 1)
Total A. (Ordinary shares)
(Preference shares)
(Other class)
Total funds raised during the month from exercise
of options (State currency)
N/A		 N/A N/A
N/A
N/A

N/A

N/A

N/A		 20,000,000
N/A N/A
N/A N/A

Warrants to Issue Shares of the Issuer which are to be Listed

Description of warrants
(Date ofexpiry-dd/mm/yyyy)		 Description of warrants
(Date ofexpiry-dd/mm/yyyy)		 Description of warrants
(Date ofexpiry-dd/mm/yyyy)		 Currency
of nominal
value		 Nominal value
at close of
preceding
month		 Nominal value
at close of
preceding
month
Exercised
during the
month		 Nominal
value at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be issued
pursuant
thereto as at
close of the
month





1.CPGuojian Warrant US$ 216.69493
N/A		 167.51832

16,751,832
(Remark 1)
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
2.		 N/A

N/A
Ordinary shares
US$0.00001
( / / )
N/A N/A
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
3.		 N/A

N/A
( / / )
N/A N/A
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
4.		 N/A

N/A
( / / )
N/A N/A
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
( / / )

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

Class and description Class and description Currency of
amount
outstanding

Amount at
close of
preceding
month		 Converted
during the
month		 Amount at
close of the
month		 Amount at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto		 No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month








1. Zero CouponConvertible
Bonds Due 2022 (Remark
2)
Euro €
N/A
Nil
300,000,000
Stock code (if listed)
Convertible
bonds code:5241
Class of shares
issuable_(Note 1)
Ordinary shares
Subscription price
Initial conversion
price:
HKD14.28 per
share
EGM approval date
(if applicable)
(dd/mm/yyyy)
( / / )
2.


N/A
N/A
N/A
N/A
Stock code (if listed)

Class of shares
issuable(Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
( / / )
3.

N/A
N/A
N/A
N/A
Stock code (if listed)
Class of shares
issuable(Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
( / / )
4.


N/A
N/A
N/A
N/A
Stock code (if listed)

Class of shares
issuable(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
( / / )
Total C. (Ordinary shares)
(Preference shares)
(Other class)		 N/A Nil
 300,000,000

Nil




N/A




N/A




N/A

N/A		 188,363,445
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
2.		 N/A N/A


N/A
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
3.		 N/A N/A


N/A
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
4.		 N/A N/A


N/A
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
N/A
N/A

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)


Options (other than under Share Option Schemes)
Options (other than under Share Option Schemes)
Full particulars including EGM approval date (dd/mm/yyyy),
if applicable, and class of shares issuable:		 No. of new shares
of issuer issued
during the month
pursuant thereto
No. of new shares of
issuer which may be
issued pursuant
thereto as at close of
the month

1.
2.
3.
Options granted to CITIC Pacific Limited (Remark 3)		 0
Nil
N/A
N/A		 125,765,500
(23/05/2015)
Ordinary shares_(Note 1)_
N/A
( / / )
shares_(Note 1)_
N/A
( / / )
shares_(Note 1)_
Total D. (Ordinary shares)

(Preference shares)
(Other class)

Other Movements in Issued Share Capital

Type of Issue No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month

1. Rights issue
At price :
State
currency		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A
2. Open offer
At price :
State
currency		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A
3. Placing
At price :
State
currency		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A
4. Bonus issue Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A
Type of Issue No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month

5. Scrip dividend
At price :
State
currency		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A
6. Repurchase of
shares		 Class
of
shares
repurchased_(Note 1)
Cancellation date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A
7. Redemption of
shares		 Class
of
shares
redeemed_(Note 1)
Redemption date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A
8. Consideration
issue
At price :
State
currency
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A
9. Capital
reorganisation		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A
Type of Issue No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month		 No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month

10. Other
(Please specify)At price :
State
currency		 Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N/A N/A
Total E. (Ordinary
shares)
(Preference shares)
(Other class)		 N/A
N/A
N/A
Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E):
(1)
(2)
Total increase / (decrease) in preference shares during the month (i.e. Total of A to E):
Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to
E):
(These figures should be the same as the relevant figures under II above (“Movements in
Capital”).)		 4,917,661
N/A
N/A
N/A
Issued Share

Remarks (if any):

  1. On January 1, 2015, the Company issued the CP Guojian Warrant to Shanghai Junling Investment Partnership (Limited Partnership) (the “ Holder ”), the vesting and exercise of which are subject to the terms therein. Please refer to the section headed “History, Reorganization and Corporate Structure – CP Guojian Warrant” in the Company’s prospectus dated June 1, 2015 for further details. As at August 31, 2018, 50% of the CP Guojian Warrant had satisfied the relevant vesting conditions (in respect of which 10% of the CP Guojian Warrant remained subject to internal approval). 50% of the CP Guojian Warrant would entitle the Holder to 56,441,017 ordinary shares of the Company pursuant to the full exercise of 50% of the CP Guojian Warrant. On June 29, 2016, July 18, 2017 and August 7, 2018, 17,000,000 ordinary shares, 6,483,320 ordinary shares and 4,917,661 ordinary shares of the Company were issued respectively upon the partial exercise of the CP Guojian Warrant by the Holder. Please refer to the Next Day Disclosure Returns of the Company dated June 29, 2016, July 18, 2017 and August 7, 2018.

    1. On July 21, 2017, Strategic International Group Limited, a direct wholly owned subsidiary of the Company issued the convertible bonds at the initial conversion price of HK$14.28 per share in an aggregate principal amount of €300,000,000 subject to certain terms and conditions. The bonds will be convertible into approximately 188,363,445 Shares (assuming full conversion of the bonds at the initial conversion price of HKD14.28 per share) and the conversion period shall commence on August 31, 2017. Details of the convertible bonds are set out in the announcements of the Company dated July 12, 2017 and July 21, 2017.

  3. The exercise of the Options is subject to certain conditions. Please refer to the announcements dated March 4, 2016 for further details relating to the Options.

Submitted by: LIU Yanli

Title: Joint Company Secretary (Director, Secretary or other duly authorised officer)

Notes :

1. State the class of shares (e.g. ordinary, preference or other).

2. If there is insufficient space, please append the prescribed continuation sheet.

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