Simcere Pharmaceutical Group Limited — Share Issue/Capital Change 2021

May 21, 2021

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)

ADOPTION OF THE 2021 RSU SCHEME

The Board is pleased to announce that it has approved the adoption of the 2021 RSU Scheme on May 20, 2021 (after trading hours).

Pursuant to the 2021 RSU Scheme, the Company may allot and issue Shares under its available general mandate to the Trustee to be held by the Trustee and which will be used to satisfy the RSUs upon exercise.

The 2021 RSU Scheme does not constitute a share option scheme or an arrangement analogous to a share option scheme for the purposes of Chapter 17 of the Listing Rules. It is a discretionary scheme of the Company.

ADOPTION OF THE 2021 RSU SCHEME

The Board is pleased to announce that it has approved the adoption of the 2021 RSU Scheme on May 20, 2021 (after trading hours). The 2021 RSU Scheme will be maintained in parallel with the Pre-IPO Share Incentive Scheme and such other share incentive schemes which may be adopted by the Company from time to time.

Pursuant to the 2021 RSU Scheme, the Company may allot and issue Shares under its available general mandate to the Trustee to be held by the Trustee and which will be used to satisfy the RSUs upon exercise. The Company shall procure that sufficient funds are provided to the Trustee to enable the Trustee to satisfy its obligations in connection with the 2021 RSU Scheme.

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SUMMARY OF THE 2021 RSU SCHEME

The following is a summary of the principal terms of the 2021 RSU Scheme:

Purpose

The purposes of the 2021 RSU Scheme are to (i) incentivize the existing and incoming directors, senior management and employees for their contribution to the Group; and (ii) attract, motivate and retain skilled and experienced personnel to strive for the future development and expansion of the Group by providing them with the opportunity to own equity interests in the Company.

Participants

Eligible Persons who can receive RSUs under the 2021 RSU Scheme are existing or incoming employees, directors (whether executive or non-executive) and/or officers of the Company or any member of the Group.

The Board may, at its discretion, select any Eligible Person for participation in the 2021 RSU Scheme as a Selected Person. Unless so selected, no Eligible Person shall be entitled to participate in the 2021 RSU Scheme. The basis of eligibility of any Selected Person for the grant of RSUs shall be determined by the Board from time to time on the basis of their contribution to the development and growth of the Group or such other factors as the Board may deem appropriate.

Administration

The Board has the sole and absolute power to administer the 2021 RSU Scheme, including the power to (i) interpret and construe the provisions of this Scheme, (ii) determine the Eligible Persons who will be granted the RSUs under this Scheme, the terms and conditions on which the RSUs are granted and under what conditions will the RSUs granted pursuant to this Scheme vest, (iii) make such appropriate and equitable adjustments to the terms of the RSUs granted under this Scheme as it deems necessary and (iv) make such other decisions or determinations as it shall deem appropriate in the administration of this Scheme. The Board may delegate the authority to administer the 2021 RSU Scheme to a committee of the Board.

The Board’s determinations under the 2021 RSU Scheme need not be uniform and may be made to any Selected Persons who are granted, or are eligible to be granted, RSUs under it. If a Director is a Participant, he may, notwithstanding his/her own interest and subject to the Articles, vote on any Board resolution concerning the 2021 RSU Scheme (other than in respect of his/her own participation in it), and may retain RSUs under it. Each Participant waives any right to contest, amongst other things, the value and number of RSUs or Shares or equivalent value of cash underlying the RSUs or Shares and the Board’s administration of the 2021 RSU Scheme.

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Term

The 2021 RSU Scheme shall be valid and effective for a period of ten (10) years commencing from the Adoption Date, provided that (i) no RSUs shall be granted after the earlier of (a) the expiry of the term of the 2021 RSU Scheme; or (b) after the termination of the 2021 RSU Scheme pursuant to the relevant terms of the 2021 RSU Scheme Rules; and (ii) RSUs that have lapsed in accordance with the relevant terms of the 2021 RSU Scheme Rules or for any other reason can be re-granted by the Board.

Grant and acceptance

Making an offer

An offer to grant RSUs will be made to an Eligible Person selected by the Board by a Grant Letter, in such form as the Board may determine. The Grant Letter will specify the Selected Person’s name, the manner of acceptance of the RSU, the number of RSUs granted and the number of underlying Shares represented by the RSUs, the vesting criteria and conditions, the vesting schedule and such other terms and conditions as the Board shall determine and are not inconsistent with the 2021 RSU Scheme, and will require the Selected Person to undertake to hold the RSU on the terms on which it is granted and to be bound by the terms of the 2021 RSU Scheme.

Acceptance of an offer

A Selected Person may accept an offer of the grant of RSUs in such manner as set out in the Grant Letter. Once accepted, the RSUs are deemed to be granted from the date of the Grant Letter or any other date as determined by the Board. Upon acceptance, the Selected Person becomes a Participant in the 2021 RSU Scheme.

Restrictions on grants

The Board may not grant any RSUs to any Selected Persons in, among others, any of the following circumstances:

• (i) where the Company has information that ought to be disclosed under Rule 13.09 of the Listing Rules or where the Company reasonably believes there is Inside Information which ought to be disclosed under part XIVA of the SFO, until such Inside Information has been published on the websites of the Stock Exchange and the Company;

• (ii) on any day on which the Company’s financial results (annual, half-year and quarterly (as the case maybe)) are published and during the period of: (a) 60 days immediately preceding the publication of the annual results of the Company or, if shorter, the period from the end of the relevant financial year up to the publication of the results; or (b) 30 days immediately preceding the publication of the quarterly (if any) or half-year results or, if shorter, the period from the end of the relevant quarterly or half-year period up to the publication of the results.

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• (iii) in any other circumstances where dealings by Selected Persons are prohibited under the Listing Rules, SFO or any other applicable law or regulation or where the requisite approval from any applicable regulatory authorities has not been granted, or where granting the RSUs would result in a breach by the Company, any member of the Group or any of their directors of any applicable law or regulation; or

• (iv) where such grant of RSUs would result in breach of the limits of the 2021 RSU Scheme as set out in the 2021 RSU Scheme Rules.

Maximum number of RSUs granted under the 2021 RSU Scheme

The maximum number of RSUs that may be granted under the 2021 RSU Scheme in aggregate (excluding RSUs that have lapsed or been cancelled in accordance with the 2021 RSU Scheme Rules) shall be 137,296,927 Shares, representing approximately 5.26% of the total issued share capital of the Company as at the Adoption Date.

No RSU has been granted under the 2021 RSU Scheme as at the date of this announcement.

Assignment of RSUs

The RSUs granted pursuant to the 2021 RSU Scheme are personal to each Participant and shall not be transferred to any third parties. Before vesting of RSUs, Participants are prohibited from selling, transferring, charging, mortgaging, encumbering, hedging or creating any interest in favour of any other person over or in relation to the restricted Shares under the 2021 RSU Scheme.

Vesting of RSUs

The Board may determine the vesting criteria, conditions and the schedule when the RSUs will vest and such criteria, conditions and time schedule shall be stated in the Grant Letter.

Within a reasonable time after the vesting criteria, conditions and time schedule have been reached, fulfilled, satisfied or waived, the Board shall send a Vesting Notice to the relevant Participant. The Vesting Notice will confirm the extent to which the vesting criteria, conditions and time schedule have been reached, fulfilled, satisfied or waived.

Upon receipt of the Vesting Notice, the relevant Participant (or his/her legal representative or lawful successor as the case may be) is required to return to the Company the reply slip attached to the Vesting Notice to confirm his/her securities account details for the purposes of effecting the transfer of the vested Shares to such Participant by the Trustee, together with the evidence showing payment of the full amount of the consideration to be paid by the Participant to the Trustee.

When the restricted Shares in respect of a Participant are vested in accordance with the 2021 RSU Scheme Rules, the Board shall issue to the Trustee a confirmation letter that the vesting conditions have been fulfilled. Once the vested restricted Shares are transferred from the Trustee to the Participant, they shall no longer be subject to any restrictions and limitations under the 2021 RSU Scheme and shall rank pari passu with other Shares.

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Rights attached to RSUs

A Participant does not have any contingent interest in any Shares underlying the RSUs unless and until such Award is actually transferred to the Participant. Further, a Participant may not exercise voting rights in respect of the Shares underlying the RSUs prior to their exercise and, unless otherwise specified by the Board in its entire discretion in the Grant Letter to the Participant, they shall have no right to any cash or non-cash income, dividends or distributions and/or the sale proceeds of non-cash and non-scrip distributions from any Shares underlying the RSUs.

Rights attached to Shares

Any Shares transferred to a Participant in respect of any RSUs will be subject to all the provisions of the Articles and will rank pari passu with the fully paid Shares in issue on the date of the transfer or, if that date falls on a day when the register of members of the Company is closed, the first day of the reopening of the register of members, and accordingly will entitle the holders to participate in all dividends or other distributions paid or made on or after the date of transfer or, if that date falls on a day when the register of members of the Company is closed, the first day of the reopening of the register of members.

Rights on a takeover

If a general offer to acquire the Shares (whether by takeover offer, merger, or otherwise in a like manner) is made to all of the shareholders of the Company (or shareholders other than the offeror and/or any person controlled by the offeror and/or any person acting in concert with the offeror) and the general offer to acquire the Shares is approved and the offer becomes or is declared unconditional in all respects, a Participant’s RSUs will vest immediately, even if the vesting period has not yet commenced.

Rights on a compromise or arrangement

If a compromise or arrangement between the Company and its shareholders or creditors is proposed in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies and a notice is given by the Company to its shareholders to convene a general meeting to consider and if thought fit approve such compromise or arrangement and such shareholders’ approval is obtained, a Participant’s RSUs will vest immediately, even if the vesting period has not yet commenced.

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Rights on voluntary winding-up

If an effective resolution is passed during the Scheme Period for the voluntary winding-up of the Company (other than for the purposes of a reconstruction, amalgamation or scheme of arrangement), all outstanding RSUs shall be treated as having vested immediately. No Shares will be transferred, and no cash alternative will be paid, to the Participant, but the Participant will be entitled to receive out of the assets available in liquidation on an equal basis with the Company’s shareholders such sum as they would have received in respect of the RSUs.

Lapse of RSUs

Any unvested RSU will automatically lapse immediately where:

• (i) such Participant’s employment or service terminates for any reason; or

• (ii) the Participant makes any attempt or takes any action to sell, transfer, assign, charge, mortgage, encumber, hedge or create any interest in favour of any other person over or in relation to any RSUs or any interests or benefits pursuant to the RSUs.

If at any time, a Participant:

• (i) ceases to be an employee of the Group;

• (ii) fails, during the course of his/her employment, to devote the whole of his/her time and attention to the business of the Group or to use his/her best endeavours to develop the business and interests of the Group;

• (iii) is concerned during the course of his/her employment with the Group (without the prior written consent of the Company) with any (competitive or other) business other than that of the Group;

• (iv) is in breach of his/her contract of employment with or any other obligation to the Group (including without limitation certain restrictive covenants);

• (v) the Subsidiary by which such Participant is employed or contracted with (as the case may be) ceases to be a Subsidiary; and/or

• (vi) an order for the winding up of the Company is made or a resolution is passed for the voluntary winding up of the Company,

all unvested RSUs shall automatically lapse and such Participant shall have no claim whatsoever in respect of the RSUs or the underlying Shares.

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Cancellation of RSUs

The Board may at its discretion cancel any RSU that has not vested or lapsed, provided that:

• (i) the Company or any member of the Group pay to the Participant an amount equal to the fair value of the RSU at the date of the cancellation as determined by the Board, after consultation with the Auditors or an independent financial adviser appointed by the Board;

• (ii) the Company or the relevant member of the Group provides to the Participant a replacement award (or a grant or option under any other restricted share unit scheme, share option scheme or share-related incentive scheme) of equivalent value to the RSUs to be cancelled; or

• (iii) the Board makes any arrangement as the Participant may agree in order to compensate him/her for the cancellation of the RSUs.

Reorganization of capital structure

In the event of any capitalization issue, rights issue, consolidation, sub-division or reduction of the share capital of the Company, the Board may make such equitable adjustments, designed to protect the Participants’ interests, to the number of Shares underlying the outstanding RSUs or to the amount of the equivalent value, as it may deem appropriate at its absolute discretion.

Amendment of the 2021 RSU Scheme

Save as provided in the 2021 RSU Scheme, the Board may amend any of the terms of the 2021 RSU Scheme provided that no such amendment shall be made without the prior consent of the Trustee and shall not operate to affect adversely any subsisting rights of any Participant. Written notice of any amendment to the 2021 RSU Scheme shall be given to all Participants.

Any alterations to the terms and conditions of the 2021 RSU Scheme which are of a material nature or any changes to the terms of the RSUs granted which shall operate to affect materially adversely any subsisting rights of any Participant shall be subject to the consent of the Participants amounting to three-fourths in nominal value of all underlying RSUs so held by the Participants on the date of the relevant resolution passed by the Board in approving the amendment of the 2021 RSU Scheme or the terms of the RSUs granted (as the case may be), except where the alterations or changes take effect automatically under the existing terms of the 2021 RSU Scheme. The Board’s determination as to whether any proposed alteration to the terms and conditions of the 2021 RSU Scheme or the terms of the RSUs granted (as the case may be) is material shall be conclusive.

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Termination of the 2021 RSU Scheme

Without prejudice to any subsisting rights of any Participant, the Board may terminate or extend the 2021 RSU Scheme before the expiry of the Scheme Period by way of resolution. The terms of the 2021 RSU Scheme shall remain in full force and effect in respect of RSUs which are granted pursuant to the 2021 RSU Scheme Rules prior to the termination of the operation of the 2021 RSU Scheme. The Company or relevant member of the Group shall notify the Trustee and all Participants of such termination and of how any property held by the Trustee on trust for the Participants (including, but not limited to, any Shares held) and the outstanding RSUs shall be dealt with. The Trustee shall deal with the outstanding RSUs pursuant to the 2021 Scheme Rules.

LISTING RULES IMPLICATIONS

The 2021 RSU Scheme does not constitute a share option scheme or an arrangement analogous to a share option scheme for the purposes of Chapter 17 of the Listing Rules. It is a discretionary scheme of the Company. No shareholders’ approval is required for the adoption of the 2021 RSU Scheme.

As abovementioned, in the event that new Shares are to be allotted and issued to the Trustee, such new Shares will be issued under the available general mandate of the Company. The Company will comply with the relevant Listing Rules when issuing the new Shares and application will be made to the Stock Exchange for the granting of the approval for the listing of, and permission to deal in, the new Shares to be issued to the Trustee pursuant to the 2021 RSU Scheme.

The Company will seek independent shareholders’ approval for any grant of RSUs to the Directors or any other connected person as required under Chapter 14A of the Listing Rules.

DEFINITIONS

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

“2021 RSU Scheme” or the restricted share unit scheme of the Company approved “Scheme” by the Board on May 20, 2021 (after trading hours) for adoption, in its present form or as amended from time to time in accordance with the 2021 RSU Scheme Rules “2021 RSU Scheme Rules” or the rules of the 2021 RSU Scheme, as amended, modified or “2021 Scheme Rules” supplemented from time to time “Adoption Date” May 20, 2021, being the date of the adoption of the 2021 RSU Scheme by the Board “Articles” the articles of association of the Company (as amended from time to time)

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“Award(s)”	an award of RSUs under the 2021 RSU Scheme
“Board”	the board of Directors
“Board Lot”	1,000 Shares
“Company”	Simcere Pharmaceutical Group Limited (先聲藥業集團有
	限公司) (stock code: 2096), a company incorporated under
	the laws of Hong Kong with limited liability, the shares of
	which are listed on the Main Board of the Stock Exchange
“connected person(s)”	has the meaning ascribed to it under the Listing Rules
“Director(s)”	director(s) of the Company
“Eligible Person(s)”	person(s) eligible to receive RSUs under the 2021 RSU
	Scheme, who are existing or incoming employees, directors
	(whether executive or non-executive) or officers of the
	Company or any member of the Group
“Grant Letter”	the letter pursuant to which RSUs are granted to a Selected
	Person
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Inside Information”	has the meaning ascribed to it under Part XIVA of the SFO
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
“Participant(s)”	a Selected Person who accepts the offer of the grant of RSUs
	in accordance with the terms of the 2021 RSU Scheme
“Pre-IPO Share Incentive	the Pre-IPO share incentive scheme approved by Simcere
Scheme”	Pharmaceutical Holding Limited on July 31, 2014 (as
	amended from time to time), the details of which are set out
	in the Prospectus
“Prospectus”	the prospectus of the Company dated October 13, 2020

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“RSUs”	restricted share units to be granted under the 2021 RSU
	Scheme, each of which represents one underlying Share, and
	represent a conditional right granted to any Selected Person
	under 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
	Board in its absolute discretion
“Scheme Period”	the period of ten (10) years commencing from the Adoption
	Date, or until the 2021 RSU Scheme is terminated pursuant
	to the relevant terms of the 2021 RSU Scheme Rules,
	whichever is earlier
“Selected Person(s)”	Eligible Person(s) selected by the Board to be granted RSUs
	under the 2021 RSU Scheme at its discretion
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong), as amended from time to time
“Share(s)”	ordinary share(s) in the share capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subsidiary”	a company which is for the time being and from time to time
	a subsidiary of the Company
“Trustee”	the trustee(s) to be appointed by the Board to hold Shares for
	the purpose of the 2021 RSU Scheme
“Vesting Notice”	a notice to be sent by the Company to each of the relevant
	Participants after the vesting criteria, conditions and time
	schedule have been reached, fulfilled, satisfied or waived

By order of the Board of Simcere Pharmaceutical Group Limited Mr. Ren Jinsheng Chairman and Chief Executive Officer

Hong Kong, May 20, 2021

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

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