3SBio Inc. — Share Issue/Capital Change 2022

Feb 7, 2022

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Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities

For the month ended: 31 January 2022

Status: New Submission

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer: 3SBio Inc. (the "Company") Date Submitted: 07 February 2022

I. Movements in Authorised / Registered Share Capital

1. Type of shares	Ordinary shares	Ordinary shares	Class of shares	Not applicable	Not applicable	Not applicable	Listed on SEHK (Note 1)	Listed on SEHK (Note 1)	Listed on SEHK (Note 1)	Yes
Stock code	01530		Description
		Number of authorised/registered shares			Par value			Authorised/registered share capital
Balance at close of preceding month		50,000,000,000			USD	0.00001		USD	500,000
Increase / decrease (-)								USD
Balance at close of the month		50,000,000,000			USD	0.00001		USD	500,000

Total authorised/registered share capital at the end of the month: USD

500,000

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II. Movements in Issued Shares

1. Type of shares	Ordinary shares	Ordinary shares	Class of shares	Not applicable	Listed on SEHK (Note 1)	Yes
Stock code	01530		Description
Balance at close of preceding month		2,522,355,499
Increase / decrease (-)		-85,760,087
Balance at close of the month		2,436,595,412

Remarks:

A total of 85,760,087 ordinary shares had been repurchased by the Company on 13 January 2022. On 25 January 2022, such ordinary shares were cancelled. For details, please refer to the announcements of the Company dated 13 December 2021 and 13 January 2022.

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III. Details of Movements in Issued Shares

(A). Share Options (under Share Option Schemes of the Issuer)

1. Type of shares issuable	1. Type of shares issuable	Ordinary shares	Ordinary shares	Class of shares	Class of shares	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Yes	Yes
Stock code of shares issuable (if listed on SEHK) (Note 1)				01530
Particulars of share option scheme		Number of share options outstanding at close of preceding month	Movement during the month				Number of share options outstanding at close of the month		No. of new shares of issuer issued during the month pursuant thereto (A)	No. of new shares of issuer which may be issued pursuant thereto as at close of the month		The total number of securities which may be issued upon exercise of all share options to be granted under the scheme at close of the month
1).	Share Option Scheme (adopted on 23/05/2015 and amended on 28/06/2016) Exercise price at HK $7.62 per share (Grant date: 02/02/2017)	16,561,000					16,561,000		0	16,561,000		16,561,000
General Meeting approval date (if applicable)
2).	Share Option Scheme (adopted on 23/05/2015 and amended on 28/06/2016) Exercise price at HK $7.43 per share (Grant date: 25/08/2021)	10,000,000					10,000,000		0	10,000,000		10,000,000
General Meeting approval date (if applicable)
		Total A (Ordinary shares): Total funds raised during the month from exercise of options: HKD							0 0

(B). Warrants to Issue Shares of the Issuer which are to be Listed Not applicable

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

1. Type of shares issuable	1. Type of shares issuable	Ordinary shares	Ordinary shares	Ordinary shares	Class of shares	Class of shares	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Yes	Yes
Stock code of shares issuable (if listed on SEHK) (Note 1)					01530
Description of the Convertibles			Currency	Amount at close of preceding month		Movement during the month				Amount at close of the month	No. of new shares of issuer issued during the month pursuant thereto (C)		No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1).	Zero Coupon Convertible Bonds Due 2025 (see Remarks)		EUR	320,000,000						320,000,000	0		212,035,521
Type of convertibles Stock code of the Convertibles (if listed on SEHK) (Note 1) Subscription/Conversion price General Meeting approval date (if applicable)			Bond/Notes 40285 EUR 13.175
			Total C (Ordinary shares): 0

Remarks:

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.

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(D). Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be listed, including Options (other than Share Options Schemes)

1. Type of shares issuable	1. Type of shares issuable	Ordinary shares	Class of shares	Not applicable	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1)	Shares issuable to be listed on SEHK (Note 1)	Yes
Stock code of shares issuable (if listed on SEHK) (Note 1)			01530
Description					General Meeting approval date (if applicable)	No. of new shares of issuer issued during the month pursuant thereto (D)		No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1).	Share Award Scheme adopted and share awards approved on 16 July 2019. For details, please refer to the announcement of the Company dated 17 July 2019 (see Remarks)					0		0
2).	Grant of 10,000,000 awarded shares pursuant to the Share Award Scheme as approved on 6 November 2020 and the issue and allotment of 5,000,000 awarded shares on 14 April 2021 pursuant to the Share Award Scheme. For details, please refer to the announcement of the Company dated 8 September 2020, the circular of the Company dated 16 October 2020 and the poll results announcement of the Company dated 6 November 2020.					0		0
Total D (Ordinary shares): 0

Remarks:

In relation to the above-mentioned Share Award Scheme adopted on 16 July 2019, the time period for the issuance and allotment of the remaining awarded shares, being 40,633 shares, as granted on 16 July 2019, had lapsed. For details, please refer to the announcement of the Company dated 17 July 2019.

(E). Other Movements in Issued Share

1. Type of shares issuable (Note 5 and 6)	1. Type of shares issuable (Note 5 and 6)	Ordinary shares	Ordinary shares	Ordinary shares	Class of shares	Class of shares	Not applicable	Not applicable	Not applicable	Not applicable	Shares issuable to be listed on SEHK (Note 1, 5 and 6)	Shares issuable to be listed on SEHK (Note 1, 5 and 6)	Shares issuable to be listed on SEHK (Note 1, 5 and 6)	Yes
Stock code of shares issuable (if listed on SEHK) (Note 1, 5 and 6)						01530
Type of Issue			At price (if applicable)					Issue and allotment date (Note 5 and 6)		General Meeting approval date (if applicable)		No. of new shares of issuer issued during the month pursuant thereto (E)	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
			Currency	Amount
1).	Repurchase of shares							25 January 2022		10 January 2022		-85,760,087
			Total E (Ordinary shares): -85,760,087

Remarks:

A total of 85,760,087 ordinary shares had been repurchased by the Company on 13 January 2022. On 25 January 2022, such ordinary shares were cancelled. For details, please refer to the announcements of the Company dated 13 December 2021 and 13 January 2022.

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Total increase / decrease (-) in Ordinary shares during the month (i.e. Total of A to E)

-85,760,087

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IV. Information about Hong Kong Depositary Receipt (HDR)

Not applicable

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V. Confirmations

Not applicable

Remarks:

Confirmations under section V are not applicable as no security was issued by the Company during the month.

Submitted by: LEE Kwok Fai Kenneth Title: Company Secretary

(Director, Secretary or other Duly Authorised Officer)

Notes

1. SEHK refers to Stock Exchange of Hong Kong.

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 Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, no further confirmation is required to be made in this return.

3. “Identical” means in this context:

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

5. 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

6. ． exactly the same sum (gross and net); and

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

8. If there is insufficient space, please submit additional document.

9. In the context of repurchase of shares:

10. ． “shares issuable to be listed on SEHK” should be construed as “shares repurchased listed on SEHK”; and

11. ． “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares repurchased (if listed on SEHK)”; and

12. ． “type of shares issuable” should be construed as “type of shares repurchased”; and

13. ． “issue and allotment date” should be construed as “cancellation date”

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1. In the context of redemption of shares:

2. ． “shares issuable to be listed on SEHK” should be construed as “shares redeemed listed on SEHK”; and

3. ． “stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares redeemed (if listed on SEHK)”; and

4. ． “type of shares issuable” should be construed as “type of shares redeemed”; and

5. ． “issue and allotment date” should be construed as “redemption date”

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