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3SBio Inc. Capital/Financing Update 2020

Oct 7, 2020

49981_rns_2020-10-07_6093ac7c-59ee-4444-8246-d6f27d884b50.pdf

Capital/Financing Update

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Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 30/09/2020

To : Hong Kong Exchanges and Clearing Limited Name of Issuer 3SBio Inc. (the " Company ") Date Submitted 07 / 10 / 2020

  • I. Movements in Authorised Share Capital

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1. Ordinary Shares
(1) Stock code : 1530 Description : Ordinary Shares
Authorised share
No. of ordinary Par value capital
shares (US$) (US$)
Balance at close of preceding month 50,000,000,000 0.00001 500,000
Increase/(decrease) NIL NIL
Balance at close of the month 50,000,000,000 0.00001 500,000
(2) Stock code : N/A Description : N/A
Par value Authorised share
No. of ordinary (State capital
shares currency) (State currency)
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month
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March 2019

2. 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. Other Classes of Shares
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

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No. of ordinary shares No. of preference No. of other
(1) (2) shares classes of shares
Balance at close of
preceding month 2,543,549,999 N/A N/A N/A
Increase/ (decrease)
during the month 51,000 N/A N/A N/A
Balance at close of
the month 2,543,600,999 N/A N/A N/A
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March 2019

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 themonth 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)
Ordinary shares
N/A
51,000
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)
HK$388,620		 N/A N/A
N/A
N/A

51,000

N/A

N/A		 18,115,500
N/A N/A
N/A N/A

March 2019

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		 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. N/A N/A N/A

N/A



N/A



N/A



N/A

Nil
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)
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)
( / / )

March 2019

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		 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
BondsDue2022(Remarks
1,2, 3 &4)
Euro €
850,000
Stock code (if listed)
Convertible
bonds code:5241
Class of shares
issuable_(Note 1)
Ordinary shares
Subscription price
Initial conversion
price:
HK$14.28 pershare
EGM approval date
(if applicable)
(dd/mm/yyyy)
( / / )
2. Zero CouponConvertible
BondsDue2025 (Remark
5)
Euro €
320,000,000
Stock code (if listed)
Convertible
bonds code: 40285
Class of shares
issuable(Note 1)
Ordinary shares
Subscription price
Initial conversion
price: HK$13.175 per
share
EGM approval date
(if applicable)
(dd/mm/yyyy)
( / / )
3.
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
Stock code (if listed)
Class of shares
issuable(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
( / / )		 850,000 Nil Nil


Nil




N/A




N/A




N/A
 Nil
Nil
 320,000,000


212,035,521
5)
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)

March 2019

No. of new No. of new
shares of shares of
issuer issuer which
issued may be issued
during the pursuant
Amount at month thereto as at
Currency of close of Converted Amount at pursuant close of the
amount preceding
during the		 close of the thereto month
Class and description outstanding month month month
Total C. (Ordinary shares) N/A
(Preference shares) N/A
(Otherclass) 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)


than under Share Option Schemes)
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.
Share Award Scheme adopted and share awards approved		 N/A



NA
N/A
N/A		 40,633

on 16 July 2019. For details, please refer to the
announcement of the Company dated 17 July 2019.

( / / )
shares_(Note 1)_

N/A
( / / )
shares_(Note 1)_
N/A
( / / )
shares_(Note 1)_
Total D. (Ordinary shares)

(Preference shares)
(Other class)

March 2019

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

March 2019

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)_
Number of shares
repurchased
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

March 2019

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
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
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)
N/A
(2)
N/A
Total increase / (decrease) in preference shares during the month (i.e. Total of A to E):
N/A
Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to
E):
N/A
(These figures should be the same as the relevant figures under II above(“Movements in Issued Share Capital”).)		 N/A
N/A
N/A
N/A

March 2019

IV. Confirmations

We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III which has not been previously disclosed in a return published under rule 13.25A, it has been duly authorized by the board of directors of the listed issuer and, insofar as applicable:

(Note 2)

  • (i) all money due to the listed issuer in respect of the issue of securities has been received by it;

  • (ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under “Qualifications of listing” have been fulfilled;

  • (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;

  • (iv) all the securities of each class are in all respects identical (Note 3) ;

  • (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements;

  • (vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;

  • (vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and

  • (viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

Remarks (if any):

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

  2. On 16 April 2020, the Company repurchased an aggregate principal amount of €5,000,000 in face value of the 2017 Bonds through over-the-counter market in accordance with the terms and conditions of the 2017 Bonds. On 29 June 2020 and 30 June 2020, Strategic International completed repurchases of an aggregate principal amount of €63,309,000 and €41,150,000 in face value of the 2017 Bonds respectively through over-the-counter market in accordance with the terms and conditions of the 2017 Bonds. Immediately after the aforementioned repurchases, the outstanding 2017 Bonds will be convertible into approximately 119,636,530 shares of the Company (assuming full conversion of the 2017 Bonds at the initial conversion price of HK$14.28 per share). Please refer to the Company’s announcement dated 20 April 2020 and next day disclosure returns dated 29 June 2020 and 30 June 2020, respectively, for details of such repurchases.

  3. On 21 July 2020, Strategic International redeemed €143,561,000 in aggregate principal amount of the 2017 Bonds. Following the redemption and cancellation of such 2017 Bonds, there are 2017 Bonds in the principal amount of €850,000 outstanding. Assuming full conversion of such outstanding 2017 Bonds at the conversion price of HK$14.28 per share, the outstanding 2017 Bonds will be convertible into approximately 533,696 shares of the Company. Please refer to the Company’s announcement dated 29 June 2020 for details.

March 2019

  1. Pursuant to the terms and conditions of the 2017 Bonds, the Company exercised its right to redeem the remaining 2017 Bonds in the principal amount of €850,000. As at 28 August 2020, no 2017 Bonds were outstanding. The 2017 Bonds have been delisted from The Stock Exchange of Hong Kong Limited upon the close of business on 4 September 2020. Please refer to the announcement of the Company dated 28 August 2020 for further details.

  2. On 29 June 2020, Strategic International issued the convertible bonds (the “ 2020 Bonds ”) at the initial conversion price of HK$13.175 per share in an aggregate principal amount of €320,000,000 subject to certain terms and conditions. The 2020 Bonds will be convertible into approximately 212,035,521 shares of the Company (assuming full conversion of the 2020 Bonds at the initial conversion price of HK$13.175 per share) and the conversion period shall commence on 9 August 2020. Details of the 2020 Bonds are set out in the announcements of the Company dated 17 June 2017, 18 June 2020 and 29 June 2020.

Submitted by: LEUNG Suet Wing

Title: Company Secretary

(Director, Secretary or other duly authorised officer)

Notes :

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

2. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under rule 13.25A in relation to the securities issued, no further confirmation is required to be made in this return.

3. “Identical” means in this context:

  • the securities are of the same nominal value with the same amount called up or paid up;

  • they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and

  • they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

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

March 2019

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