Simcere Pharmaceutical Group Limited — Capital/Financing Update 2020

Nov 18, 2020

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company 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.

Unless otherwise defined herein, capitalized terms in this announcement shall have the same meanings as those defined in the prospectus dated October 13, 2020 (the “ Prospectus ”) issued by Simcere Pharmaceutical Group Limited (the “ Company ”).

This announcement is made pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong). This announcement is for information purposes only and does not constitute an invitation or offer or an invitation to induce an offer by any person to acquire, purchase or subscribe for securities of the Company. This announcement is not a prospectus. Potential investors should read the Prospectus for detailed information about the Company and the Global Offering before deciding whether or not to invest in the Offer Shares.

This announcement does not constitute or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the United States or in any other jurisdictions. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to time (the “ U.S. Securities Act ”) or any state securities laws of the United States and may be offered and sold (a) in the United States only to persons who are “Qualified Institutional Buyers” in reliance on Rule 144A under the U.S. Securities Act or another exemption from, or in a transaction not subject to, registration under the U.S. Securities Act and (b) outside the United States in offshore transactions in accordance with Regulation S under the U.S. Securities Act. The Company has not intended and does not intend to make any public offer of securities in the United States. No registration has been or will be made under the United States Investment Company Act of 1940.

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Simcere Pharmaceutical Group Limited 先聲藥業集團有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 2096)

PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION, STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option described in the Prospectus has been partially exercised by the Joint Global Coordinators (for themselves and on behalf of the International Underwriters) on November 18, 2020 in respect of an aggregate of 2,955,000 additional Shares, representing approximately 1.13% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option. The Over-allotment Shares will be issued and allotted by the Company at HK$13.70 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%), being the Offer Price per Share under the Global Offering.

STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

The Company announces that the stabilization period in connection with the Global Offering ended on November 18, 2020, being the 30th day after the last day for lodging of applications under the Hong Kong Public Offering. The stabilizing actions undertaken by the Stabilizing Manager, or any person acting for it during the stabilization period are set out in this announcement.

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PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option described in the Prospectus has been partially exercised by the Joint Global Coordinators (for themselves and on behalf of the International Underwriters) on November 18, 2020 in respect of an aggregate of 2,955,000 additional Shares (the “ Over-allotment Shares ”), representing approximately 1.13% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option.

The Over-allotment Shares will be issued and allotted by the Company at HK$13.70 per Share (excluding brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%), being the Offer Price per Share under the Global Offering. The Over-allotment Shares will be used to return part of the borrowed Shares to SPHL on November 23, 2020 pursuant to the Stock Borrowing Agreement.

Approval of listing

Approval for the listing of and permission to deal in the Over-allotment Shares has already been granted by the Listing Committee. Listing of and dealing in such Over-allotment Shares are expected to commence on the Main Board of the Stock Exchange at 9:00 a.m. on November 23, 2020.

Share capital upon completion of the partial exercise of the Over-allotment Option

The shareholding structure of the Company immediately before and immediately after completion of the partial exercise of the Over-allotment Option is as follows:

ShareholdersControlling Shareholders(SPHL, Artking, FFI and EGG)Hillhouse CapitalNew & HighRed EarthLake Bleu PrimeOrbiMed FundsSage PartnersJericho FundsOther ShareholdersTotal	Immediately before thecompletion of partial exerciseof the Over-allotment OptionNumber ofSharesApproximatepercentage ofthe Company’sissued sharecapital2,035,922,965*78.1%28,285,0001.1%22,628,0000.9%16,970,0000.7%14,142,0000.5%14,142,0000.5%5,657,0000.2%5,657,0000.2%462,282,65317.7%2,605,686,618100.0%	Immediately after thecompletion of partial exerciseof the Over-allotment OptionNumber ofSharesApproximatepercentage ofthe Company’sissued sharecapital2,035,922,96578.0%28,285,0001.1%22,628,0000.9%16,970,0000.7%14,142,0000.5%14,142,0000.5%5,657,0000.2%5,657,0000.2%465,237,65317.8%2,608,641,618100.0%

• Inclusive of the borrowed Shares to be returned to SPHL by the Stabilizing Manager

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Use of proceeds

The additional net proceeds of approximately HK$39.47 million to be received by the Company from the allotment and issue of the Over-allotment Shares after deducting the underwriting fees and commissions and other estimated expenses (if any) in connection with the Over-allotment Shares to be issued upon the partial exercise of the Over-allotment Option, will be used by the Company for the purposes as set out in “Future Plans and Use of Proceeds – Use of Proceeds” in the Prospectus.

STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

The Company announces that the stabilization period in connection with the Global Offering ended on Wednesday, November 18, 2020, being the 30th day after the last day for lodging of applications under the Hong Kong Public Offering. The stabilizing actions undertaken by the Stabilizing Manager, or any person acting for it during the stabilization period are set out below:

• (a) over-allocation of an aggregate of 39,085,000 Offer Shares in the International Offering, representing approximately 15% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option;

• (b) borrowing of an aggregate of 39,085,000 Shares by the Stabilizing Manager from SPHL pursuant to the Stock Borrowing Agreement to cover over-allocation in the International Offering;

• (c) successive purchases of an aggregate of 36,130,000 Shares in the price range of HK$8.90 to HK$11.68 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) on the market during the stabilization period, representing approximately 13.87% of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option. The last purchase made by the Stabilizing Manager or any person acting for it on the market during the course of the stabilization period was November 11, 2020 at the price of HK$9.64 per Share (exclusive of brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%);

• (d) the partial exercise of the Over-allotment Option by the Joint Global Coordinators (for themselves and on behalf of the International Underwriters) on November 18, 2020, in respect of an aggregate of 2,955,000 additional Shares, representing approximately 1.13% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option, at the Offer Price per Share; and

• (e) the portion of the Over-allotment Option which has not been exercised by the Joint Global Coordinators (for themselves and on behalf of the International Underwriters) lapsed on November 18, 2020.

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PUBLIC FLOAT

The Hong Kong Stock Exchange has granted the Company, a waiver that the minimum public float requirement under Rule 8.08(1) of the Listing Rules be reduced and the minimum percentage of the Shares from time to time held by the public to be the highest of:

• (a) 15.35% of the total issued share capital of the Company;

• (b) such percentage of Shares to be held by the public immediately after the completion of the Global Offering (assuming that the Over-allotment Option is not exercised); and

• (c) such percentage of Shares to be held by the public immediately after the completion of the Global Offering (as increased by the Shares to be issued upon any exercise of the Overallotment Option).

provided that the highest of (a), (b) and (c) above is below the minimum public float requirement of 25% under Rule 8.08(1)(a) of the Listing Rules.

Immediately following completion of the Global Offering and after the partial exercise of the Over-Allotment Option, the number of Shares in public hands represents approximately 15.45% of the total issued share capital of the Company which satisfies the minimum percentage prescribed in the conditions imposed in the waiver granted by the Hong Kong Stock Exchange from strict compliance with Rule 8.08(1) of the Listing Rules.

By order of the Board Simcere Pharmaceutical Group Limited Mr. Ren Jinsheng Chairman and executive Director

Hong Kong, November 18, 2020

As of the date of this announcement, the executive Directors are Mr. Ren Jinsheng, Mr. Zhang Cheng, Mr. Wan Yushan and Mr. Tang Renhong, the non-executive Director is Mr. Zhao John Huan and the independent non-executive Directors are Mr. Song Ruilin, Mr. Wang Jianguo and Mr. Wang Xinhua.

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