3SBio Inc. — Proxy Solicitation & Information Statement 2016

Jun 13, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in 3SBio Inc., you should at once hand this circular and accompanying form of proxy to the purchaser, transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representations 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 circular.

3SBIO INC.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1530)

CIRCULAR RELATING TO PROPOSED AMENDMENT TO THE SHARE OPTION SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

The notice convening the Extraordinary General Meeting of 3SBio Inc. to be held at No. 3 A1, Road 10, Shenyang Economy and Technology Development Zone, Shenyang, People’s Republic of China on June 28, 2016 at 10 a.m. (immediately after the conclusion or adjournment of the annual general meeting of the Company to be held on the same day) is set out on pages 7 to 8 of this circular. A Form of Proxy for use at the EGM is enclosed with this circular. Such Form of Proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company’s website (www.3sbio.com).

Whether or not you are able to attend the EGM, you are requested to complete the Form of Proxy in accordance with the instructions printed thereon and return it to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event before the Closing Time. Completion and return of the Form of Proxy will not preclude Shareholders from attending and voting in person at the Extraordinary General Meeting (or any adjournment thereof) if they so wish.

June 13, 2016

CONTENTS

		Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Amendment to the Share Option Scheme. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Form of Proxy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Documents Available for Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix	— Proposed Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		7

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“Articles of Association”	the articles of association of the Company adopted on May 23, 2015 and
	effective on June 11, 2015, and as amended from time to time
“Board”	the board of Directors
“Closing Time”	48 hours before the time appointed for holding the EGM or any
	adjournment thereof (as the case may be)
“Company”	3SBio Inc.三生製藥, a company incorporated in the Cayman Islands
	with limited liability, the shares of which are listed on the Main Board of
	the Stock Exchange
“Director(s)”	the director(s) of the Company
“Extraordinary General	the extraordinary general meeting of the Company to be held at No. 3
Meeting” or “EGM”	A1, Road 10, Shenyang Economy and Technology Development Zone,
	Shenyang, People’s Republic of China on June 28, 2016 at 10 a.m.
	immediately after the conclusion or adjournment of the annual general
	meeting of the Company to be held on the same day, or any adjournment
	thereof, notice of which is set out on pages 7 to 8 of this circular
“Form of Proxy”	the form of proxy accompanying this circular
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”	June 6, 2016, being the latest practicable date for ascertaining certain
	information in this circular before its publication
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange of
	Hong Kong Limited
“Notice of EGM”	the notice convening the EGM, as set out on pages 7 to 8 of this circular
“PRC”	the People’s Republic of China, excluding for the purposes of this
	circular, Hong Kong, the Macau Special Administrative Region of the
	People’s Republic of China and Taiwan
“Proposed Amendment”	the proposed amendment to the Share Option Scheme, the details of
	which are set out in the section headed “2. Proposed Amendment to the
	Share Option Scheme” in the Letter from the Board of this circular, the
	form of which is set out in the appendix to this circular
“Shareholder(s)”	the holder(s) of the shares of the Company

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DEFINITIONS

“Share Option Scheme”	the post-IPO share option scheme conditionally adopted by the Company
	on May 23, 2015, the principal terms of which were set out in the section
	headed “Statutory and General Information — 5. Post-IPO Share Option
	Scheme” in Appendix IV to the prospectus of the Company dated June 1,
	2015
“Shares”	ordinary share(s) in the share capital of the Company with a par value of
	US$0.00001 each
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“US$”	United States dollars, the lawful currency of the United States of America
“%”	percent

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LETTER FROM THE BOARD

3SBIO INC.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1530)

Executive Directors:

Mr. Lou Jing Mr. Tan Bo Ms. Su Dongmei Mr. Huang Bin

Non-executive Directors:

Mr. Liu Dong Mr. Lv Dong

Independent Non-executive Directors:

Mr. Pu Tianruo Mr. David Ross Parkinson Mr. Ma Jun

Registered office: The offices of Codan Trust Company (Cayman) Limited Cricket Square, Hutchins Drive PO Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Head office: No. 3 A1, Road 10 Shenyang Economy and Technology Development Zone Shenyang PRC

Principal place of business in Hong Kong: 36/F, Tower Two, Times Square 1 Matheson Street Causeway Bay Hong Kong June 13, 2016

To the Shareholders

Dear Sir/Madam,

CIRCULAR RELATING TO PROPOSED AMENDMENT TO THE SHARE OPTION SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of the resolution to be proposed at the EGM regarding the Proposed Amendment, together with the Notice of EGM and the Form of Proxy.

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LETTER FROM THE BOARD

2. PROPOSED AMENDMENT TO THE SHARE OPTION SCHEME

Proposed Amendment

The purpose of the Share Option Scheme is to provide selected participants with the opportunity to acquire proprietary interests in the Company and to encourage selected participants to work towards enhancing the value of the Company and its stock for the benefit of the Company and its shareholders as a whole. The Share Option Scheme will provide the Company with a flexible means of retaining, incentivizing, rewarding, remunerating and compensating and/or providing benefits to selected participants.

In order to better achieve the purpose of and to enhance the flexibility of the Share Option Scheme, the Board proposes certain provision of the Share Option Scheme to include nominees and/or trustees of employee benefit trusts set up for the employees of the members of the Group as Participants eligible to participate in the Share Option Scheme.

The Board considers that the Proposed Amendment would incentivize the employees of the Group to contribute to the growth and the long-term success of the Group and to allow the Company to reward, remunerate, compensate and/or provide benefits to them for such contribution accordingly. In view of this, the Board proposes to amend the definition of “Participants” in sub-paragraph 1.1 of the Share Option Scheme and the proposed insertion is indicated by the underlined text as set out in the appendix to this circular.

Apart from the Proposed Amendment, all other existing terms of the Share Option Scheme will remain unchanged.

Listing Rules Implications

Pursuant to note (2) to Rule 17.03(18) of the Listing Rules and the Share Option Scheme, any alterations to the terms and conditions of the Share Option Scheme which are of a material nature or any change to the terms of Options granted must be approved by the Shareholders, unless the alterations take effect automatically under the existing terms of the Share Option Scheme. As the Proposed Amendment will not take effect automatically under the existing terms of the Share Option Scheme, and it is considered to be material in nature, the Proposed Amendment is subject to approval by the Shareholders at the Extraordinary General Meeting.

As at the Latest Practicable Date, no Shareholder is required to abstain from voting in favor of the resolution approving the Proposed Amendment at the Extraordinary General Meeting to be convened by the Company.

3. NOTICE OF EGM

The EGM will be held at No. 3 A1, Road 10, Shenyang Economy and Technology Development Zone, Shenyang, People’s Republic of China on June 28, 2016 at 10 a.m., immediately after the conclusion or adjournment of the annual general meeting of the Company to be held on the same day. Notice of EGM is set out on pages 7 to 8 of this circular. The Form of Proxy has been prepared and is enclosed with this circular. Both of the Notice of EGM and the Form of Proxy are also published on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.3sbio.com) and contain the proposed resolution for the Proposed Amendment.

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LETTER FROM THE BOARD

4. FORM OF PROXY

Whether or not you intend to attend the EGM, you are requested to complete the enclosed Form of Proxy in accordance with the instructions printed thereon and return the same to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event before the Closing Time. Completion and return of the Form of Proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting (as the case may be) should you so wish. In such event, the instrument appointing a proxy shall be deemed revoked.

Shareholders are reminded that completion and delivery of the Form of Proxy will not preclude Shareholders from attending and voting in person at the EGM or any adjournment thereof should they so wish. In such event, the instrument appointing a proxy shall be deemed revoked.

5. RECOMMENDATION

The Directors consider that the Proposed Amendment is in the best interests of the Company and its Shareholders as a whole. As such, the Board (including all the independent non-executive Directors) recommends that Shareholders vote in favor of the resolution to approve the Proposed Amendment as set out in the notice of the Extraordinary General Meeting.

6. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the office of Skadden, Arps, Slate, Meagher & Flom at 42/F, Edinburgh Tower, The Landmark, 15 Queen’s Road, Central, Hong Kong during normal business hours from 9:00 a.m. to 5:00 p.m. for a period of 14 days before the date of the Extraordinary General Meeting.

• (a) the memorandum and articles of association of the Company;

• (b) the Share Option Scheme and the revised Share Option Scheme; and

• (c) this circular.

7. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

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PROPOSED AMENDMENT

APPENDIX

The proposed form of the amendment to the Share Option Scheme upon Shareholders’ approval of the Proposed Amendment, showing insertion underlined, is as follows:

• that definition of “Participants” in sub-paragraph 1.1 of the Share Option Scheme be amended to reflect the addition as indicated by the text underlined below:

“Participants”

• any directors (including executive directors, non-executive directors and independent non-executive directors) and employees of any member of the Group (including nominees and/or trustees of any employee benefit trusts established for them) and any advisors, consultants, distributors, contractors, customers, suppliers, agents, business partners, joint venture business partners, service providers of any member of the Group who the Board considers, in its sole discretion, have contributed or will contribute to the Group;

A copy of the revised Share Option Scheme is available for inspection, as referred to in this circular.

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NOTICE OF EGM

3SBIO INC.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1530)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the EGM will be held at No. 3, A1, Road 10, Shenyang Economy and Technology Development Zone, Shenyang, People’s Republic of China on June 28, 2016 at 10 a.m. (immediately after the conclusion or adjournment of the annual general meeting of the Company to be held on the same day), for the purposes of considering and, if thought fit, passing with or without modification the following resolution as ordinary resolution:

ORDINARY RESOLUTION

1. “ That the proposed amendment to sub-paragraph 1.1 of the Share Option Scheme, as set out in the appendix to the circular to the shareholders of the Company dated June 13, 2016 (the “ EGM Circular ”) and contained in the revised Share Option Scheme, a copy of which is available for inspection as details in the EGM Circular and produced to this meeting marked “A” and for the purposes of identification initialed by the chairman of this meeting be and are hereby approved, and that any one Director, or a Director and a company secretary of the Company or a second Director or some other person appointed by the board of Directors, if the affixation of the common seal is necessary, be and are hereby authorised to exercise all rights and powers available to him as he may in his sole discretion consider necessary or expedient to give full effect to the amendment to the Share Option Scheme.”

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

Hong Kong, June 13, 2016

Registered office: The offices of Codan Trust (Cayman) Limited Cricket Square, Hutchins Drive PO Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Head office: No. 3 A1, Road 10 Shenyang Economy and Technology Development Zone Shenyang People’s Republic of China

Principal place of business in Hong Kong:

36/F, Tower Two, Times Square 1 Matheson Street Causeway Bay Hong Kong

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NOTICE OF EGM

Notes:

• (1) A shareholder entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend, speak and vote in his/her stead. The proxy does not need to be a shareholder of the Company.

• (2) Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment of it), either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto but the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.

• (3) In order to be valid, the completed form of proxy, must be deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong), at least 48 hours before the time appointed for holding the above meeting or any adjournment thereof (as the case may be). The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

• (4) In order to attend this Extraordinary General Meeting, shareholders should ensure that all completed transfer documents, accompanied by the relevant share certificates, are lodged for registration with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, before 4:30 p.m. on June 23, 2016.

• (5) Pursuant to Rule 13.39(4) of the Listing Rules and article 66(1) of the articles of association of Company, voting for all the resolution set out in this notice will be taken by poll at the above meeting.

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