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3SBio Inc. Proxy Solicitation & Information Statement 2026
49981_rns_2026-06-03_6dae92b0-e875-4c6e-8408-2f83f60c7272.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about 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 to the purchaser or 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 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 circular.
三生制药
3SBIO INC.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1530)
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, DECLARATION AND PAYMENT OF FINAL DIVIDEND OUT OF THE SHARE PREMIUM ACCOUNT OF THE COMPANY, PROPOSED CHANGE OF AUDITOR AND NOTICE OF THE ANNUAL GENERAL MEETING
A notice convening the Annual 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 25 June 2026 at 10:00 a.m. is set out on pages 16 to 22 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the respective websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.3sbio.com). Whether or not you are able to attend the Annual General Meeting, 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 not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting (or any adjournment thereof) if they so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked. For the avoidance of doubt, holders of treasury Shares of the Company, if any, shall abstain from voting at the Annual General Meeting.
3 June 2026
CONTENTS
Page
DEFINITIONS 1
LETTER FROM THE BOARD
Introduction 4
General Mandate to Issue Shares 4
Repurchase Mandate to Repurchase Shares 4
Re-election of Directors 5
Proposed Declaration of Final Dividend and Closure of Register of Members 5
Proposed Change of Auditor 7
Notice of the Annual General Meeting and Closure of Register of Members 8
Form of Proxy 8
Voting by Poll 9
Recommendation 9
Further Information 9
Responsibility Statement 10
APPENDIX I — DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION 11
APPENDIX II — EXPLANATORY STATEMENT 13
NOTICE OF THE ANNUAL GENERAL MEETING 16
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Annual General Meeting"
the annual general meeting of the Company to be held at No. 3 A1, Road 10, Shenyang Economy and Technology Development Zone, Shenyang, People's Republic of China on 25 June 2026 at 10:00 a.m. (or any adjournment thereof) and notice of which is set out on pages 16 to 22 of this circular
"Articles of Association"
the second amended and restated articles of association of the Company adopted on 22 June 2022
"Associate(s)"
has the meaning ascribed thereto under the Listing Rules
"Audit Committee"
Audit Committee of the Company
"Board"
the board of Directors
"Companies Act"
the Companies Act (2023 Revision) of the Cayman Islands
"Company"
3SBio Inc. (三生制药), an exempted 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
"Final Dividend"
the proposed final dividend of HK$25 cents per Share for the year ended 31 December 2025 to Shareholders whose name appear on the register of members of the Company as at the close of business on Monday, 27 July 2026
"General Mandate"
a general mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and/or deal with additional Shares (including any sale or transfer of any treasury Shares) not exceeding 20% of the number of issued Shares (excluding any treasury Shares) as at the date of passing of the relevant resolution granting the General Mandate
"Group"
the Company and its subsidiaries
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DEFINITIONS
"HK$"
Hong Kong dollar, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Latest Practicable Date"
27 May 2026, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time
"Remuneration Committee"
the remuneration committee of the Company
"Repurchase Mandate"
a general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% of the number of issued Shares (excluding any treasury Shares) as at the date of passing of the relevant resolution granting the Repurchase Mandate
"Securities and Futures Ordinance"
Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended from time to time
"Share(s)"
ordinary share(s) of nominal value of US$0.00001 each in the capital of the Company
"Shareholder(s)"
the holder(s) of the Share(s)
"Stock Exchange" or "HKEx"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
the Code on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong, as amended from time to time
"US$"
United States dollars, the lawful currency of the United States
"%"
per cent
LETTER FROM THE BOARD
三生制药
3SBIO INC.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1530)
Executive Directors:
Dr. LOU Jing (Chairman)
Ms. SU Dongmei
Non-executive Director:
Ms. ZHANG Jiaoe
Independent non-executive Directors:
Mr. PU Tianruo
Ms. YANG, Hoi Ti Heidi
Mr. NG, Joo Yeow Gerry
Registered office (in the Cayman Islands):
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:
Room 1918, 19/F
Lee Garden One, 33 Hysan Avenue
Causeway Bay
Hong Kong
3 June 2026
To the Shareholders
Dear Sir or Madam,
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, DECLARATION AND PAYMENT OF FINAL DIVIDEND OUT OF THE SHARE PREMIUM ACCOUNT OF THE COMPANY, PROPOSED CHANGE OF AUDITOR AND NOTICE OF THE ANNUAL GENERAL MEETING
LETTER FROM THE BOARD
INTRODUCTION
The purpose of this circular is to give you notice of the Annual General Meeting and the following proposals to be put forward at the Annual General Meeting: (a) granting of the General Mandate to issue Shares; (b) granting of the Repurchase Mandate to repurchase Shares; (c) the re-election of Directors; (d) the proposed declaration and payment of the Final Dividend for the year ended 31 December 2025 out of the Company's share premium account; and (e) the proposed change of auditor.
GENERAL MANDATE TO ISSUE SHARES
In order to ensure flexibility and give discretion to the Directors, in the event that it becomes desirable for the Company to issue any additional Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the General Mandate to issue Shares. At the Annual General Meeting, an ordinary resolution numbered 5(A) will be proposed to grant the General Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with additional Shares (including any sale or transfer of treasury Shares) not exceeding 20% of the number of issued Shares (excluding any treasury Shares) as at the date of passing of the resolution in relation to the General Mandate.
As at the Latest Practicable Date, 2,538,084,412 Shares had been issued and are fully paid. Subject to the passing of the ordinary resolution numbered 5(A) and on the basis that no further Shares are issued or repurchased (excluding any treasury Shares) after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to issue a maximum of 507,616,882 Shares under the General Mandate.
In addition, subject to separate approval of the ordinary resolution numbered 5(C), the number of Shares purchased by the Company under ordinary resolution numbered 5(B) will also be added to extend the General Mandate as mentioned in ordinary resolution numbered 5(A) provided that such additional number of Shares shall represent up to 10% of the number of issued Shares (excluding any treasury Shares) as at the date of passing of the resolutions in relation to the General Mandate and the Repurchase Mandate.
The Directors confirmed that, as at the Latest Practicable Date, they had no immediate plans to exercise the General Mandate (including to sell or transfer any treasury Shares out of treasury).
REPURCHASE MANDATE TO REPURCHASE SHARES
In addition, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10% of the number of issued Shares (excluding any treasury Shares) as at the date of passing of the resolution in relation to the Repurchase Mandate.
LETTER FROM THE BOARD
An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.
RE-ELECTION OF DIRECTORS
In accordance with Article 84(1) of the Articles of Association, one-third of the Directors for the time being (or if their number is not a multiple of three, the number nearest to but not less than one-third) will retire from office by rotation and will be eligible for re-election and re-appointment at every annual general meeting, provided that every Director shall be subject to retirement by rotation at least once every three years. Accordingly, Mr. PU Tianruo and Mr. NG, Joo Yeow Gerry shall retire by rotation as Directors at the Annual General Meeting. All retiring Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.
Details of the above retiring Directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.
PROPOSED DECLARATION OF FINAL DIVIDEND AND CLOSURE OF REGISTER OF MEMBERS
The Board has recommended the payment of the Final Dividend of HK$25 cents per Share out of the Company's share premium account for the year ended 31 December 2025, subject to the Shareholders' approval at the Annual General Meeting. As at the Latest Practicable Date, the Company had 2,538,084,412 Shares in issue. Based on the number of issued Shares as at the Latest Practicable Date, the Final Dividend, if declared and paid, will amount to an aggregate amount of approximately HK$634.5 million. Subject to the fulfilment of the conditions set out in the paragraph headed "Conditions of the Payment of Final Dividend out of Share Premium Account of the Company" below, the Final Dividend is intended to be paid out of the Company's share premium account pursuant to Article 134 of the Articles of Association and in accordance with section 34(2) of the Companies Act.
According to the audited consolidated financial statements of the Company for the year ended 31 December 2025, the amount standing to the credit of the share premium account of the Company as at 31 December 2025 was approximately RMB5,759 million. Upon the payment of the Final Dividend, the remaining balance of the amount standing to the credit of the share premium account of the Company will be approximately RMB5,206 million.
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LETTER FROM THE BOARD
(a) Conditions of the Payment of Final Dividend out of Share Premium Account of the Company
The payment of the Final Dividend out of the Company’s share premium account is conditional upon the satisfaction of the following conditions:
(i) the passing of an ordinary resolution by the Shareholders approving the declaration and payment of the Final Dividend out of the Company’s share premium account pursuant to Article 134 of the Articles of Association; and
(ii) the Directors being satisfied that there are no reasonable grounds for believing that the Company is, and immediately following the date on which the Final Dividend is paid, will be unable to pay its debts as they fall due in the ordinary course of business.
The conditions set out above cannot be waived. If the conditions set out above are not satisfied, the Final Dividend will not be paid. Subject to the fulfilment of the above conditions, it is expected that the Final Dividend will be paid in cash on Tuesday, 4 August 2026 to those Shareholders whose names appear on the register of members of the Company as at the close of business on Monday, 27 July 2026.
For purposes of determining the entitlement to the Final Dividend, the register of members of the Company will be closed from Thursday, 23 July 2026 to Monday, 27 July 2026, both days inclusive, during which period no transfer of Shares will be registered. In order to be entitled to the Final Dividend, all transfer of Shares, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration no later than 4:30 p.m. on Wednesday, 22 July 2026.
(b) Reasons for and effect of the payment of the Final Dividend out of Share Premium Account of the Company
The Board considers it appropriate to distribute the Final Dividend in recognition of the profitability and the strong liquidity position of the Group. After taking into account a number of factors including the financial and cash flow position of the Company, as well as to reward the Shareholders for their continued support during the challenging economic environment and enhance investors’ confidence in the Company, the Board considers it appropriate and proposes that the Final Dividend be paid out of the share premium account in accordance with Article 134 of the Articles of Association and section 34(2) of the Companies Act.
The Board believes that the payment of the Final Dividend will not have any material adverse effect on the underlying assets, business, operations or financial position of the Group and does not involve any reduction in the authorised or issued share capital of the Company or reduction in the nominal value of the Shares or result in any change in the trading arrangements in respect of the Shares. Ultimately, the Board considers that the
LETTER FROM THE BOARD
proposed declaration and payment of the Final Dividend out of the Company's share premium account is in the interests of the Company and the Shareholders as a whole.
PROPOSED CHANGE OF AUDITOR
Reference is made to the announcement of the Company dated 26 May 2026 (the "Announcement"), in which the Board announced that Ernst & Young ("EY") will retire as auditor of the Company upon expiration of its current term of office at the conclusion of the Annual General Meeting and will not offer for re-appointment.
With the recommendation of the Audit Committee, the Board has resolved to propose at the Annual General Meeting a resolution to approve the appointment of KPMG ("KPMG") as the new auditor of the Company with a term from the date of conclusion of the Annual General Meeting until the date of conclusion of the next annual general meeting of the Company, and such proposed appointment is subject to the approval of the shareholders of the Company.
The Board and the Audit Committee confirmed that there are no disagreements or unresolved matters between the Company and EY, and there are no other matters or circumstances in respect of the aforementioned proposed change of auditor which should be brought to the attention of the Shareholders and the Stock Exchange. EY has confirmed that there are no other matters or circumstances that need to be brought to the attention of the Shareholders in connection with the proposed change of auditor.
In assessing the competence and capabilities of KPMG, the Audit Committee reviewed the credentials of KPMG, considers that KPMG possesses the necessary competence and capabilities (including industry knowledge, technical competence, manpower, time and other resources) to perform its duties as the auditor of the Company. In particular, the Audit Committee has assessed the following: (i) the audit plan and expenses proposed by KPMG; (ii) the experience, knowledge and technical capability of KPMG in handling audit work for companies listed on the Stock Exchange; (iii) KPMG's independence from the Group and objectivity; (iv) KPMG's market reputation and track record; (v) KPMG's resources and other capability; and (vi) the guidelines issued by the Accounting and Financial Reporting Council.
In view of the abovementioned qualities, the Board, with the recommendation of the Audit Committee, considered that the proposed appointment of KPMG as the auditor of the Company is in the interest of the Company and the Shareholders as a whole.
The estimated audit fee for the audit of the consolidated financial statements of the Group for the financial year ending 31 December 2026 is expected to be in the range of approximately RMB5.0 million to RMB5.5 million.
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LETTER FROM THE BOARD
The estimated audit fee represents a fair and reasonable estimation, after due consideration and arm's length negotiation between the Group and KPMG. The estimation takes into account various factors such as the size and structure of the Group, the nature and complexity of the Group's businesses, the expected scope, timetable and direction of the audit and the time and resources deployed by the auditor.
Furthermore, the estimated audit fee assumes there will be no material changes in the Group's businesses and operations, accounting policies or regulatory environment, and that the Group will provide timely and adequate assistance and information as required for the audit.
The estimated audit fee is preliminary in nature and may be subject to adjustment depending on, among other things, changes in the scope of audit work and other relevant factors as the engagement progresses. Accordingly, the final audit fee may differ from the estimated amount set out above.
NOTICE OF THE ANNUAL GENERAL MEETING AND CLOSURE OF REGISTER OF MEMBERS
Set out on pages 16 to 22 of this circular is the notice of the Annual General Meeting at which, inter alia, ordinary resolutions will be proposed to the Shareholders to consider and, if thought fit, approve the granting of the General Mandate to issue Shares, the Repurchase Mandate to repurchase Shares, the re-election of Directors, the declaration and payment of the Final Dividend for the year ended 31 December 2025 out of the Company's share premium account and the appointment of auditor.
The register of members of the Company will be closed from Monday, 22 June 2026 to Thursday, 25 June 2026, both days inclusive, in order to determine the eligibility of Shareholders to attend the Annual General Meeting, during which period no Share transfers will be registered. To be eligible to attend the Annual General Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be 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, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 18 June 2026. The record date for determining Shareholders' entitlement to attend and vote at the Annual General Meeting is Thursday, 25 June 2026.
FORM OF PROXY
A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.3sbio.com). Whether or not you intend to attend the Annual General Meeting, 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 not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy shall not
LETTER FROM THE BOARD
preclude a Shareholder from attending and voting in person at the Annual General Meeting if he/she so wishes and in such event the form of proxy shall be deemed to be revoked.
VOTING BY POLL
There is no Shareholder who has any material interest in the proposed resolutions regarding the General Mandate and Repurchase Mandate, therefore none of the Shareholders is required to abstain from voting on such resolutions.
Mr. PU Tianruo and his close associates will abstain from voting on the resolution to re-elect Mr. PU Tianruo as an independent non-executive Director. Mr. NG, Joo Yeow Gerry and his close associates will abstain from voting on the resolution to re-elect Mr. NG, Joo Yeow Gerry as an independent non-executive Director.
Pursuant to Rule 13.39(4) of the Listing Rules and Article 66(1) of the Articles of Association, any resolution put to the vote of the Shareholders at a general meeting shall be decided on a poll except where the chairman of the Annual General Meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, each of the resolutions set out in the notice of the Annual General Meeting will be taken by way of poll.
On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorized representative, shall have one vote for every fully paid Share of which he/she is the holder. A Shareholder entitled to more than one vote is not required use all his/her votes or cast all the votes he/she uses in the same way.
For the avoidance of doubt, holders of treasury Shares of the Company, if any, shall abstain from voting at the Annual General Meeting.
RECOMMENDATION
The Directors consider that the proposed resolutions for the granting of the General Mandate to issue Shares, the Repurchase Mandate to repurchase Shares, the re-election of Directors, the appointment of auditor and payment of the Final Dividend for the year ended 31 December 2025 out of the Company's share premium account are in the interests of the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders vote in favor of all the resolutions to be proposed at the Annual General Meeting.
FURTHER INFORMATION
Your attention is drawn to the information set out in the appendices to this circular.
LETTER FROM THE BOARD
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.
Yours faithfully
By order of the Board
3SBio Inc.
Dr. LOU Jing
Chairman
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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting.
As at the Latest Practicable Date, save as disclosed herein, none of the following Directors held (i) any other position with the Company or other members of the Group; (ii) any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iii) any other major appointments and professional qualifications.
As at the Latest Practicable Date, save as disclosed herein, none of the following Directors had any relationship with any other Director, senior management or substantial Shareholder, or any interest in Shares within the meaning of Part XV of the Securities and Futures Ordinance.
As at the Latest Practicable Date, save as disclosed herein, there was no other information relating to the following Directors which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules. There is no other matter which needs to be brought to the attention of the Shareholders in respect of the re-election of Directors.
INDEPENDENT NON-EXECUTIVE DIRECTORS
Mr. PU Tianruo (濮天若) ("Mr. PU"), aged 58, was appointed as an independent non-executive Director on 23 May 2015, with such appointment taking effect on 1 June 2015. Previously, he served as an independent Director and the audit committee chair of the Company from 1 September 2012 to 29 May 2013.
Mr. PU has substantial experience in accounting and finance. He serves as an independent non-executive director of Autohome Inc. (NYSE: ATHM; HKEx stock code: 2518) since December 2016. He also served as an independent non-executive director of One Connect Financial Technology (formerly (as delisted 2025), NYSE: OCFT, and HKEx stock code: 06638) from 2019 to 2025 and AnPac Bio-Medical Science Co., Ltd. (formerly (as delisted 2024) Nasdaq: FRES) from 2022 to 2025. He was previously the chief financial officer of Zhaopin Ltd. (previously NYSE: ZPIN). Mr. PU obtained a Bachelor's degree in English Language from China Foreign Affairs University (外交學院) in July 1991, a Master of Science degree in Accounting from the University of Illinois, College of Business Administration in May 1996 and an MBA degree from Northwestern University Kellogg School of Management in the U.S. in June 2000.
As at the Latest Practicable Date, Mr. PU had entered into an appointment letter with the Company since 23 May 2015, which shall then be automatically renewed for further three years, unless otherwise terminated in accordance with the terms and conditions of the appointment letter (subject to re-election and retirement as and when required by the Articles of Association). Under the terms of the appointment letter, Mr. PU is entitled to a Director's fee of HK$300,000 per annum as determined by the Board with reference to market trends.
Mr. PU has made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules.
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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION
Mr. NG, Joo Yeow Gerry (黃祖耀) ("Mr. NG"), aged 61, was appointed as an independent non-executive Director on 21 January 2022. He has substantial experience in corporate planning, business expansion and development as well as cross-border management, particular in the investment management business in the Asian region. Mr. NG has been an independent non-executive director of AIA Company (Trustee) Limited, a subsidiary of AIA Group Limited (HKEx stock code: 1299), since August 2021, for its pension fund business in Hong Kong. He had served as the Chief Executive Officer, Asia ex Japan of Baring Asset Management (Asia) Limited ("Baring Asset Management") up to December 2019, having been appointed as Managing Director of Baring Asset Management in December 2004. During his time at Baring Asset Management, Mr. NG managed and had oversight of different offices in the Asian region including those in Shanghai, Hong Kong, Taipei and Seoul, and was responsible for the business management of a substantial book of business in retail mutual funds and institutional client assets. Mr. NG has also had ample and broad range of experience working with key sovereign wealth funds, large institutions and regulators in the region. Prior to joining Baring Asset Management, Mr. NG was employed by JF Asset Management Limited (now JP Morgan Asset Management (Asia Pacific) Limited) from May 1992 to November 2004. During this period, he held various positions including Head of Asian Institutional Clients and Finance Director (JF Unit Trusts), and had focused on sales, business development and client servicing in the Asian region. Mr. NG had also worked at Price Waterhouse (now PricewaterhouseCoopers) in both London and Hong Kong from September 1986 to April 1992 with his last role serving as an Audit Manager in the Hong Kong office.
Mr. NG is a senior fellow of the Hong Kong Securities and Investment Institute and has also previously held many respectable and prestigious positions in different professional and regulatory bodies, including formerly being a Member of the Securities and Futures Appeals Tribunal, the Chairman and Executive Committee Member of Hong Kong Investment Funds Association, a Panel Member of the Mandatory Provident Fund Schemes Appeal Board, and a Member of Hong Kong Trade Development Council Financial Services Advisory Committee.
Mr. NG holds a Bachelor of Science degree (with first class honours) majoring in civil engineering from Imperial College, London. He is also a Chartered Accountant (England and Wales) and Certified Public Accountant (Hong Kong).
Mr. NG has entered into a letter of appointment with the Company in respect of the appointment as an independent non-executive Director for a term of one year commencing from 21 January 2022, which was extended until 20 January 2027. Pursuant to the letter of appointment, Mr. NG is entitled to a Director's fee of HK$300,000 per annum, which was determined by the Board on the recommendation of the remuneration committee of the Company, having considered Mr. NG's expected contribution to the Company in terms of time, effort and his expertise, and with reference to the level of remuneration of the other independent non-executive Directors.
Mr. NG has made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules.
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APPENDIX II
EXPLANATORY STATEMENT
The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.
SHARE CAPITAL
As at the Latest Practicable Date, the number of issued Shares was 2,538,084,412 Shares of nominal value of US$0.00001 each, which have been fully paid. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed to repurchase a maximum of 253,808,441 Shares which represent 10% of the issued Shares (excluding any treasury Shares) during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company following the Annual General Meeting; or (ii) the expiry of the period within which the next annual general meeting of the Company following the Annual General Meeting is required by any applicable laws and regulations of the Cayman Islands or the Articles of Association to be held; or (iii) the passing of an ordinary resolution by Shareholders in general meeting of the Company revoking or varying such mandate.
REASONS FOR AND FUNDING OF REPURCHASES
The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Company to repurchase its Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the Company's net asset value and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.
Repurchase of the Shares must be funded out of funds legally available for such purpose in accordance with the Articles of Association and the applicable laws of the Cayman Islands. The Directors may not repurchase the Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, the Directors may make repurchases with profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose of the repurchase or, if authorized by the Articles of Association and subject to the Companies Act, out of capital and, in the case of any premium payable on the repurchase, out of profits of the Company or from sums standing to the credit of the share premium account of the Company.
The Directors have no present intention to repurchase any Shares under the Repurchase Mandate and they would only exercise the power to repurchase Shares under the Repurchase Mandate in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors believe that if the Repurchase Mandate is exercised in full, it may have a material adverse impact on the working capital or gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2025, being the date to which the latest published audited consolidated
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APPENDIX II
EXPLANATORY STATEMENT
financial statements of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.
GENERAL
None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, their respective close associates (as defined in the Listing Rules), have any present intention, if the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company.
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands.
The Company may cancel such repurchased Shares or hold them as treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.
To the extent permitted by the applicable laws of the Cayman Islands, for any treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.
In addition, the Company has confirmed that neither the explanatory statement nor the proposed share repurchase has any unusual features.
As at the Latest Practicable Date, no core connected person (as defined in the Listing Rules) has notified the Company that he or she has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.
TAKEOVERS CODE
If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the
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APPENDIX II
EXPLANATORY STATEMENT
Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate. As at the Latest Practicable Date, to the best knowledge of the Directors, none of the Shareholders or a group of Shareholders acting in concert (within the meaning under the Takeovers Code) would become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a result of any repurchase of Shares by the Company pursuant to the Repurchase Mandate. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public Shareholders falling below the prescribed minimum percentage required under the Listing Rules.
REPURCHASES OF SHARES MADE BY THE COMPANY
No repurchase of Shares were made by the Company in the six months prior to the Latest Practicable Date.
SHARE PRICES
The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months were as follows:
| Month | Highest prices
HK$ | Lowest prices
HK$ |
| --- | --- | --- |
| 2025 | | |
| May | 22.0 | 10.94 |
| June | 24.95 | 18.10 |
| July | 34.20 | 23.65 |
| August | 35.30 | 26.92 |
| September | 36.80 | 28.08 |
| October | 32.06 | 25.60 |
| November | 35.42 | 26.74 |
| December | 31.74 | 23.82 |
| 2026 | | |
| January | 29.30 | 23.10 |
| February | 24.74 | 21.12 |
| March | 24.76 | 19.27 |
| April | 26.44 | 21.04 |
| May (up to the Latest Practicable Date) | 23.50 | 18.01 |
NOTICE OF THE ANNUAL GENERAL MEETING
三生制药
3SBIO INC.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1530)
NOTICE OF THE ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "Annual General Meeting") of 3SBio Inc. (the "Company") will be held at No. 3 A1, Road 10, Shenyang Economy and Technology Development Zone, Shenyang, People's Republic of China on 25 June 2026 at 10:00 a.m. for the following purposes:
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To receive and adopt the audited consolidated financial statements of the Company for the year ended 31 December 2025 and the reports of the directors and auditors thereon.
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(A) To re-elect Mr. PU Tianruo as an independent non-executive director of the Company ("Director");
(B) To re-elect Mr. NG, Joo Yeow Gerry as an independent non-executive Director;
(C) To authorize the board of Directors (the "Board") to fix the remuneration of the Directors.
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To declare and pay a final dividend of HK$25 cents per ordinary share for the year ended 31 December 2025 (the "Final Dividend") out of the Company's share premium account to the shareholders of the Company whose names appear on the register of members of the Company as at the close of business on Monday, 27 July 2026.
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To consider and approve the appointment of KPMG as the new auditor of the Company following the retirement of EY with effect from the conclusion of the Annual General Meeting and until the conclusion of the next annual general meeting of the Company, and to authorise the Board to determine the auditor's remuneration and other matters in relation to such appointment.
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NOTICE OF THE ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without modification the following resolutions as ordinary resolutions:
(A) "THAT:
(i) Subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as defined hereinafter) of all the powers of the Company to allot, issue and/or otherwise deal with additional shares of the Company (the "Shares") (including any sale or transfer of any treasury Shares (which shall have the meaning ascribed to it under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange")) out of treasury) or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers, be and is hereby generally and unconditionally approved;
(ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as defined hereinafter) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
(iii) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as defined hereinafter) pursuant to paragraph (i) above otherwise than pursuant to:
(1) any Rights Issue (as defined hereinafter);
(2) the grant or exercise of any option under any share option scheme of the Company (if applicable) or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for Shares or rights to acquire Shares;
(3) any scrip dividend or similar arrangement providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company; or
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NOTICE OF THE ANNUAL GENERAL MEETING
(4) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into Shares,
shall not exceed the aggregate of:
(a) 20% of the number of issued Shares (excluding any treasury Shares) as at the date of passing this resolution; and
(b) (if the Board is so authorised by resolution numbered 5(C)) the aggregate number of Shares of the Company repurchased by the Company subsequent to the passing of resolution numbered 5(B) (up to a maximum equivalent to 10% of the number of issued Shares (excluding any treasury Shares) as at the date of passing resolution numbered 5(B)),
and the approval shall be limited accordingly; and
(iv) for the purpose of this resolution:
(a) unless otherwise specified, any reference to the issue or allotment of Shares shall include the sale or transfer of treasury Shares out of treasury;
(b) "treasury Shares" means shares in the capital of the Company that have been repurchased by the Company and are held in treasury;
(c) "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(1) the conclusion of the next annual general meeting of the Company;
(2) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; or
(3) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution; and
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NOTICE OF THE ANNUAL GENERAL MEETING
(d) “Rights Issue” means an offer of shares of the Company or an issue of warrants, options or other securities giving rights to subscribe for shares of the Company, open for a period fixed by the Directors to holders of shares of the Company on the register of members on a fixed record date in proportion to their then holdings of such shares of the Company (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).
(B) “THAT:
(i) subject to paragraph (ii) of this resolution, the exercise by the Directors during the Relevant Period (as defined hereinafter) of all powers of the Company to repurchase shares of the Company on the Stock Exchange or on any other stock exchange on which the shares of the Company may be listed and which is recognized for this purpose by the Securities and Futures Commission and the Stock Exchange under the Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”), be and is hereby generally and unconditionally approved;
(ii) the aggregate number of shares to be repurchased pursuant to the approval in paragraph (i) of this resolution shall not exceed 10% of the number of issued Shares (excluding any treasury Shares) as at the date of passing of this resolution, and the said approval shall be limited accordingly;
(iii) subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
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NOTICE OF THE ANNUAL GENERAL MEETING
(iv) for the purpose of this resolution:
(a) "treasury Shares" means shares in the capital of the Company that have been repurchased by the Company and are held in treasury;
(b) "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(1) the conclusion of the next annual general meeting of the Company;
(2) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; or
(3) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution."
(C) "THAT conditional upon the resolutions numbered 5(A) and 5(B) set out in this notice being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and/or otherwise deal with additional Shares (including any sale or transfer of treasury Shares out of treasury) and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the resolution numbered 5(A) set out in this notice be and is hereby extended by the addition to the number of the issued shares of the Company which may be allotted or agreed conditional or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the number of the issued shares of the Company repurchased by the Company under the authority granted pursuant to resolution numbered 5(B) set out in this notice, provided that such amount shall represent up to 10% of the number of issued shares of the Company (excluding any treasury Shares) as at the date of passing of the said resolutions."
By order of the Board
3SBio Inc.
Dr. LOU Jing
Chairman
Shenyang, the People's Republic of China
3 June 2026
NOTICE OF THE ANNUAL GENERAL MEETING
Registered office (in the Cayman Islands):
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:
Room 1918, 19/F
Lee Garden One, 33 Hysan Avenue
Causeway Bay
Hong Kong
Notes:
(i) A shareholder who is the holder of two or more shares may 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. For the avoidance of doubt, holders of treasury Shares of the Company, if any, shall abstain from voting at the Annual General Meeting.
(ii) 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.
(iii) 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 and in such event, the instrument appointing a proxy shall be deemed to be revoked.
(iv) The register of members of the Company will be closed from Monday, 22 June 2026 to Thursday, 25 June 2026, both days inclusive, in order to determine the eligibility of shareholders to attend the Annual General Meeting, during which period no share transfers will be registered. To be eligible to attend the Annual General Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be 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, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 18 June 2026.
For purposes of determining the entitlement to the Final Dividend, the register of members of the Company will be closed from Thursday, 23 July 2026 to Monday, 27 July 2026, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to be entitled to the Final Dividend, all transfer of shares of the Company, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Wednesday, 22 July 2026.
(v) In respect of resolutions numbered 2(A) to 2(B) above, Mr. PU Tianruo and Mr. NG, Joo Yeow Gerry, being eligible, have offered themselves for re-election at the Annual General Meeting. Details of the above Directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to the circular of the Company dated 3 June 2026.
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NOTICE OF THE ANNUAL GENERAL MEETING
(vi) In respect of the resolution numbered 5(A) above, the Directors wish to state that they have no immediate plans to issue any additional Shares (including any sale or transfer of any treasury Shares out of treasury) referred therein. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.
(vii) In respect of resolution numbered 5(B) above, the Directors wish to state that they will only exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances where they consider that the repurchase would be in the best interests of the Company. The explanatory statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution, as required by the Listing Rules, is set out in Appendix II to the circular of the Company dated 3 June 2026.
(viii) Resolution numbered 5(C) will be proposed to the shareholders of the Company for approval provided that resolutions numbered 5(A) and 5(B) are passed by the shareholders of the Company.
(ix) Pursuant to Rule 13.39(4) of the Listing Rules and Article 66(1) of the article of association of the Company, voting for all the resolutions set out in this notice will be taken by poll at the Annual General Meeting.
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