Simcere Pharmaceutical Group Limited — Capital/Financing Update 2023

Jun 28, 2023

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.

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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)

GRANT OF AWARDS UNDER THE 2021 RSU SCHEME

This announcement is made by the Company pursuant to Rule 17.06A of the Listing Rules.

The Board hereby announces that, on June 28, 2023, it has resolved to grant an aggregate of 4,378,000 RSUs, representing 4,378,000 underlying Shares, to an aggregate of 59 Eligible Participants, who are employees of the Group, under the 2021 RSU Scheme at nil consideration, subject to acceptance by the Grantees.

The grant of Awards will be satisfied by utilizing 4,378,000 Shares held by the Trustees which relate to the RSUs previously granted but have lapsed in accordance with the rules of the 2021 RSU Scheme.

Details of the grant of RSUs are as follows:

Grant Date: June 28, 2023

Grantees: 59 employees of the Group

Number of RSUs granted: 4,378,000 RSUs, representing 4,378,000 underlying Shares

Purchase Price of the RSUs Nil

granted:

Closing price of the Shares HK$7.25 per Share on the Grant Date:

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Vesting dates of the RSUs:

Performance targets:

Subject to the terms and conditions of the 2021 RSU Scheme and the fulfilment of the below performance targets, (i) 4,302,000 RSUs shall vest in three equal tranches on June 28, 2024, 2025 and 2026, respectively; and (ii) 76,000 RSUs shall vest on June 28, 2024.

The vesting of the RSUs shall be subject to the fulfillment of the below performance targets:

• (i) the aggregate amount of profit for the year and research and development costs for the year has an increment to a certain extent; and

• (ii) the results of individual performance assessments carried out by the Group’s human resources committee comply with each department’s function and target.

Clawback mechanism:

• In the occurrence of (i) the cessation of a Grantee to be an Eligible Participant by reason of termination of the Grantee’s employment or service by any Group Company as a result of the Grantee having been charged, penalised or convicted or an offence involving the Grantee’s integrity or honesty, (ii) any material violation of a Grantee to obligations of confidentiality or non-competition to the Group, or material breach by such Grantee of an internal policy or code of any Group Company or the terms of the 2021 RSU Scheme, or (iii) any conduct of a Grantee that is involved in a material misstatement in the Group’s financial statements, the Administrator may make a determination at its absolute discretion that: (A) any Awards granted but not yet vested shall immediately lapse, and (B) with respect to any Shares delivered, or actual selling price paid, to the Grantee pursuant to any Awards granted under the 2021 RSU Scheme, the Grantee shall be required to transfer back to the Company or its nominee or the Trustee (a) the equivalent number of Shares, (b) an amount in cash equal to the market value of such Shares or the actual selling price, or (c) a combination of (a) and (b).

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No financial assistance:

There are no arrangement for the Group to provide financial assistance to the Grantees to facilitate the purchase of Shares under the 2021 RSU Scheme.

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, as at the date of this announcement, none of the Grantees is (i) a Director, chief executive or substantial shareholder of the Company, or an associate of any of them; or (ii) a participant with options and awards granted and to be granted in the 12-month period up to and including the Grant Date representing in aggregate over 1% of the total issued Shares; or (iii) a related entity participant or service provider (as defined in Listing Rules).

As at the date of this announcement and subsequent to the grant of the RSUs, the number of Shares available for future grant under the scheme mandate limit of the 2021 RSU Scheme is 262,026,561 Shares.

DEFINITIONS

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

• “2021 RSU Scheme”

• the restricted share unit scheme of the Company approved by the Board on May 20, 2021 (after trading hours) for adoption and further amended from and restated on June 15, 2023

• “Administrator” the Board or a committee duly appointed by the Board for the purpose of administering the 2021 RSU Scheme

• “associate(s)” has the meaning ascribed thereto under the Listing Rules

• “Award(s)” an award of RSU(s) granted by the Administrator to an Eligible Participant as the Administrator may determine in accordance with the terms of the 2021 RSU Scheme

• “Board” the board of directors of the Company

• “Company” Simcere Pharmaceutical Group Limited (先聲藥業集團有限 公司), a company incorporated in Hong Kong on November 30, 2015 with limited liability, whose shares are listed on the Main Board of the Stock Exchange (stock code: 2096)

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“Director(s)”

the director(s) of the Company

“Eligible Participant(s)”

any Employee Participant(s) who the Administrator considers, in its sole discretion, has the eligibility ascribed under the 2021 RSU Scheme

“Employee Participant(s)” any director or employee of the Company or any of its subsidiaries (including any person who is granted RSUs under the 2021 RSU Scheme as an inducement to enter into employment contracts with the Company or any of its subsidiaries)

“Grant Date” June 28, 2023

“Grantee(s)”

• 59 Eligible Participants, to whom 4,378,000 RSUs were granted under the 2021 RSU Scheme on June 28, 2023

• “Group” the Company and its subsidiaries, each a “Group Company”

• “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended or supplemented from time to time

“PRC” the People’s Republic of China, but for the purpose of this announcement and for geographical reference only, references herein do not apply to Hong Kong, Macau Special Administrative Region and Taiwan “Purchase Price” the consideration, if any, payable by a Grantee for acceptance of an Award, which shall be determined at the sole and absolute discretion of the Administrator

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“RSU(s)”

• restricted share units may be granted under the 2021 RSU Scheme, each of which represents one underlying Share, and represent a conditional right granted to any Selected Participants pursuant to the 2021 RSU Scheme to obtain the corresponding economic value of the underlying Shares, less any tax, stamp duty and other charges applicable, as determined by the Administrator in its absolute discretion

• “Selected Participants” any Eligible Participant(s) selected by the Administrator in accordance with the terms of the 2021 RSU Scheme

• “Share(s)” ordinary share(s) of the Company

• “Shareholder(s)” the holder(s) of the Share(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “substantial shareholder”

• has the meaning ascribed thereto under the Listing Rules

• “Trustee(s)”

• means the trustee corporation or trustee corporations (which is/are independent of and not connected with the Company) appointed by the Company for the administration of the 2021 RSU Scheme or any additional or replacement trustee(s)

• “%”

per cent

By order of the Board

Simcere Pharmaceutical Group Limited Mr. Ren Jinsheng

Chairman and Chief Executive Officer

Hong Kong, June 28, 2023

As at the date of this announcement, the Board comprises Mr. REN Jinsheng as the Chairman and executive Director, Mr. TANG Renhong, Mr. WAN Yushan and Ms. WANG Xi as the executive Directors; and Mr. SONG Ruilin, Mr. WANG Jianguo, Mr. WANG Xinhua and Mr. SUNG Ka Woon as the independent non-executive Directors.

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