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3SBio Inc. M&A Activity 2017

Dec 27, 2017

49981_rns_2017-12-26_b75dae42-92f1-46c8-8e7c-e37d3e3b13d7.pdf

M&A Activity

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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.

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(incorporated in the Cayman Islands with limited liability)

(Stock code: 1530)

(Convertible Bonds Code: 5241)

ANNOUNCEMENT EXTENSION OF TIME IN RELATION TO THE ACQUISITION OF THE CDMO BUSINESS

Reference is made to the announcement of 3SBio Inc. (the “ Company ”) dated 3 September 2017 (the “ Announcement ”) and the circular of the Company dated 25 October 2017 (the “ Circular ”) in relation to, among other things, the proposed acquisition of the CDMO Business from the Seller by the Buyer pursuant to the terms and conditions of the Asset Purchase Agreement. Unless the context otherwise requires, capitalized terms used herein shall have the same meaning as those defined in the Circular.

Pursuant to the Asset Purchase Agreement and as disclosed in the Announcement and the Circular, the Closing Date is 10 Business Days after the satisfaction or waiver of the conditions set out in the Asset Purchase Agreement, unless another date is agreed to in writing by the Seller and the Buyer, but in no event shall the Closing Date be later than 112 days from the date of the Asset Purchase Agreement, i.e. by 22 December 2017 (the “ Long-stop Date ”). As additional time is required for the fulfillment of condition(s) precedent to the Asset Purchase Agreement, on 25 December 2017, the Buyer and the Seller agreed, among other things, to extend the Long-stop Date to 20 Business Days after the satisfaction or waiver of the conditions set out in the Asset Purchase Agreement, and in any event by no later than 30 April 2018, unless, in either case, another date is agreed to in writing by the parties. Save for the aforementioned, all other terms and conditions of the Asset Purchase Agreement which were disclosed in the Announcement and the Circular remain unchanged.

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Closing is conditional upon the satisfaction or, if applicable, waiver of the conditions precedent set out in the Asset Purchase Agreement. Accordingly, the transactions contemplated under the Asset Purchase Agreement may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the securities of the Company.

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

Shenyang, the PRC 27 December 2017

As at the date of this announcement, the directors of the Company are Dr. LOU Jing, Mr. TAN Bo, Ms. SU Dongmei and Mr. HUANG Bin as executive directors; Mr. LIU Dong and Mr. WANG Steven Dasong 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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