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3SBio Inc. Share Issue/Capital Change 2025
49981_rns_2025-12-09_eef75298-16f8-40cf-a32a-caa13617b705.pdf
Share Issue/Capital Change
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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.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.
Neither this announcement nor any copy thereof may be released into or distributed directly or indirectly in the United States or any other jurisdiction where such release or distribution might be unlawful. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "U.S. Securities Act"), and may not be offered or sold in the United States unless registered under the U.S. Securities Act or pursuant to an exemption from, or in a transaction not subject to, registration under the U.S. Securities Act. The Company has no intention to register under the U.S. Securities Act any of the securities referred to herein or to conduct a public offering of securities in the United States.
三生制药
3SBIO INC.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 01530)
COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE
Sole Overall Coordinator, Sole Global Coordinator and Sole Bookrunner
Morgan Stanley
Reference is made to the announcement of 3SBio Inc. (the "Company") dated 2 December 2025 in respect of the proposed placing of new Shares under general mandate (the "Announcement"). Unless otherwise stated, the terms used in this announcement shall have the same meaning as defined in the Announcement.
COMPLETION OF THE PLACING
The Board is pleased to announce that the condition to the Placing Agreement has been fulfilled and completion of the Placing took place on 9 December 2025. An aggregate of 105,169,500 Placing Shares have been placed by the Sole Placing Agent to not less than six Placees at the Placing Price of HK$29.62 per Placing Share pursuant to the terms and conditions of the Placing Agreement, representing approximately $4.14\%$ of the total number of Shares in issue as enlarged by the issue of the Placing Shares.
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, (i) the Placees and their respective ultimate beneficial owners are professional, institutional, or other investors who are Independent Third Parties; and (ii) none of the Placees has become a substantial shareholder of the Company immediately after the completion of the Placing.
USE OF PROCEEDS
The Company has received net proceeds from the Placing, after deducting the placing commission and other related expenses and professional fees, of approximately HK$3,086.84 million. As disclosed in the Announcement, the Company intends to use the net proceeds from the Placing in the following manner:
(i) approximately 80% or HK$2,469.47 million for R&D-related expenditures, including: (a) advancing clinical research in China and the United States on innovative drug candidates in the R&D stage to accelerate pipeline progress, including but not limited to 705 (PD1/HER2), 706 (PD1/PDL1), 008 (B7H3/IL15), 59 (MUC17/CD3/CD28), 626 (BDCA2) and 627 (TL1A); (b) supporting indication expansions or clinical trials outside of China for commercialised drugs to further enhance product value and expand market reach, including but not limited to TPIAO (TPO) and EPIAO (EPO); and (c) building the global infrastructure and facilities; and
(ii) approximately 20% or HK$617.37 million for working capital and other general corporate purpose to support the Group's ongoing operations and strategic initiatives.
Based on the best estimation made by the Company on the specific research and development projects the Company is conducting or expects to conduct, which remains subject to change depending on the status of the research and development activities, the Company's business needs and the then market conditions, the Company expects that the net proceeds of the Placing are expected to be utilised in the next three years.
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EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY
The shareholding structure of the Company immediately before and after completion of the Placing is set out below:
| Immediately before the completion of the Placing | Immediately after the completion of the Placing | |||
|---|---|---|---|---|
| Number of Shares held | Approximate % of total issued Shares(7) | Number of Shares held | Approximate % of total issued Shares(8) | |
| Substantial Shareholders, directors of the Group and their close associates | ||||
| Decade Sunshine Limited(1) | 476,774,553 | 19.60% | 476,774,553 | 18.79% |
| Hero Grand Management Limited(2) | 51,156,895 | 2.10% | 51,156,895 | 2.02% |
| Dr. LOU Jing(3) | 5,311,553 | 0.22% | 5,311,553 | 0.21% |
| Ms. SU Dongmei | 24,384,630 | 1.00% | 24,384,630 | 0.96% |
| Ms. ZHANG Jiao | 12,299,139 | 0.51% | 12,299,139 | 0.48% |
| Mr. YU An(4) | 650,000 | 0.03% | 650,000 | 0.03% |
| Mr. JIN Zheng(5) | 600,000 | 0.02% | 600,000 | 0.02% |
| An employee benefit trust(6) | 15,340,480 | 0.63% | 15,340,480 | 0.60% |
| Placees | - | - | 105,169,500 | 4.14% |
| Other Public Shareholders | 1,846,316,662 | 75.89% | 1,846,316,662 | 72.75% |
| Total | 2,432,833,912 | 100.00% | 2,538,003,412 | 100.00% |
Notes:
(1) A trust, which Dr. LOU Jing (Chairman of the Board) is an enforcer and is under the class of beneficiaries of, indirectly holds these 476,774,553 Shares via Decade Sunshine Limited.
(2) Two trusts, which Dr. LOU Jing is a beneficiary of, hold these 51,156,895 Shares in aggregate via Hero Grand Management Limited.
(3) It comprises (i) 1,811,553 Shares held by Dr. LOU Jing as beneficial owner, and (ii) 3,500,000 Shares representing share awards granted to Dr. LOU Jing, which are held by the trustee of the 2019 Share Award Scheme. These share awards remain subject to certain vesting criteria and conditions as of the date of this announcement.
(4) Mr. YU An is a director of a subsidiary of the Company. These 650,000 Shares represent share awards granted to Mr. YU An, which are held by the trustee of the 2019 Share Award Scheme. These share awards remain subject to certain vesting criteria and conditions as of the date of this announcement.
(5) Mr. JIN Zheng is a general manager of a subsidiary of the Company. These 600,000 Shares represent share awards granted to Mr. JIN Zheng, which are held by the trustee of the 2019 Share Award Scheme. These share awards remain subject to certain vesting criteria and conditions as of the date of this announcement.
(6) A trust, the beneficiaries of which are employees of the Company and other persons declared by the advisory committee of the trust and/or the trustee, indirectly holds these 15,340,480 Shares via Medical Recovery Limited. As of the date of this announcement, Dr. LOU Jing and Ms. SU Dongmei (an executive Director) are two out of four members of the advisory committee.
(7) The calculation is based on a total of 2,432,833,912 Shares in issue immediately before the completion of the Placing.
(8) The calculation is based on a total of 2,538,003,412 Shares in issue upon immediately after the completion of the Placing.
(9) The aggregate of the percentage figures in the table above may not add up to the relevant sub-total or total percentage figures shown due to rounding of the percentage figures to two decimal places.
The Directors confirm that, immediately after the completion of the Placing, the public float of the Company remains no less than 25% of the Company’s issued share capital as enlarged by the Placing.
By order of the Board
3SBio Inc.
Dr. LOU Jing
Chairman
Shenyang, the PRC
9 December 2025
As at the date of this announcement, the Board comprises Dr. LOU Jing and Ms. SU Dongmei as executive Directors; Ms. ZHANG Jiaoe as non-executive Director; and Mr. PU Tianruo, Ms. YANG, Hoi Ti Heidi and Mr. NG, Joo Yeow Gerry as independent non-executive Directors.
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