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(1) POLL RESULTS OF THE ANNUAL GENERAL MEETINGHELD ON 25 JUNE 2024;(2) PAYMENT OF FINAL DIVIDEND;(3) RETIREMENT OF INDEPENDENT NON-EXECUTIVEDIRECTOR;AND(4) CHANGE OF NON-EXECUTIVE DIRECTOR

2024-06-25 00:00:00

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.(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1530) (1) POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 25 JUNE 2024; (2) PAYMENT OF FINAL DIVIDEND; (3) RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR; AND (4) CHANGE OF NON-EXECUTIVE DIRECTOR (1) POLL RESULTS OF THE AGM Reference is made to the circular of 3SBio Inc. (the “Company” together with its subsidiaries the “Group”) dated 24 May 2024 (the “Circular”) incorporating amongst others the notice (the “Notice”) of annual general meeting of the Company (the “AGM”).Unless the context otherwise requires capitalised terms used herein shall have the same meanings as those defined in the Circular.At the AGM held on 25 June 2024 all the proposed resolutions as set out in the Notice were taken by poll.As at the time of the AGM the total number of issued Shares was 2438920412 Shares among which there were (i) 4522500 treasury Shares held by the Company (including any treasury Shares held or deposited with the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited) and as such shall abstain from voting at the AGM; and (ii) 23219500 Shares repurchased by the Company which are pending cancellation and should be excluded from the total number of Shares in issue for the purpose of the AGM. As disclosed in the Circular Dr. LOU Jing and his close associates holding an aggregate of 527983001 Shares will abstain and they have abstained from voting on the resolution no. 2(A) proposed at the AGM. In addition the trustee of the share award scheme adopted by the Board on 16 July 2019 and amended 1on 12 December 2021 has abstained from voting on all resolutions at the AGM in respect of a total of 40357688 Shares held by the trustee. The Company also confirms that it did not exercise its voting rights in respect of the Shares bought back by the Company held as treasury Shares or pending cancellation at the AGM. Accordingly the total number of Shares entitling the Shareholders to attend and vote for or against the resolutions numbered 1 2(B) 2(C) and 3 to 5 was 2370820724 Shares; and the total number of Shares entitling the Shareholders to attend and vote for or against the resolution numbered 2(A) was 1842837723 Shares. Save as disclosed above there was no restriction on any Shareholder casting votes on any of the proposed resolutions at the AGM. There was no Share entitling the Shareholders to attend and abstain from voting in favour of any proposed resolutions at the AGM as set out in Rule 13.40 of the Listing Rules. No party has stated its intention in the Circular that it would vote against any proposed resolution or that it would abstain from voting at the AGM.The Company’s Hong Kong share registrar Computershare Hong Kong Investor Services Limited was appointed as the scrutineer at the AGM for the purpose of vote-taking. The poll results in respect of the respective resolutions proposed at the AGM were as follows: Number of votes cast and approximate percentage of total ORDINARY RESOLUTIONS number of votes cast For Against 1. To receive and adopt the audited consolidated financial 1025525706 1249000 statements of the Company for the year ended 31 99.878357% 0.121643% December 2023 and the reports of the directors and auditors thereon. 2. (A) To re-elect Dr. LOU Jing as an executive director of 341081209 157710496 the Company. 68.381492%Note (2) 31.618508% (B) To r e -e l ec t Mr . NG Joo Yeow Ger ry a s an 1022431706 4343000 independent non-executive director of the Company. 99.577025% 0.422975% (C) To authorise the board of directors of the Company 1024663566 2111140 to fix the remuneration of the directors of the 99.794391% 0.205609% Company. 3. To declare a final dividend of HK$25 cents per ordinary 1026774706 0 share for the year ended 31 December 2023. 100.000000% 0.000000% 4. To re-appoint Ernst & Young as auditors of the Company 1025243706 1531000 to hold office until the conclusion of the next annual 99.850892% 0.149108% general meet ing of the Company and to authorise the board of directors of the Company to fix their remuneration for the year ending 31 December 2024. 2Number of votes cast and approximate percentage of total ORDINARY RESOLUTIONS number of votes cast For Against 5. (A) To grant a general mandate to the directors of the 665259327 361515379 Company to allot issue and deal with additional 64.791168% 35.208832% shares of the Company (including any sale or transfer of treasury Shares out of treasury) not exceeding 20% of the total number of issued shares of the Company (excluding any treasury Shares) as at the date of passing of this resolution. (B) To grant a general mandate to the directors of the 1026774706 0 Company to repurchase shares of the Company not 100.000000% 0.000000% exceeding 10% of the total number of issued shares of the Company (excluding any treasury Shares) as at the date of passing of this resolution. (C) To extend the general mandate granted to the 672267716 354506990 directors of the Company to allot issue and deal 65.473732% 34.526268% with additional shares of the Company (including any sale or transfer of treasury Shares out of t reasury) by the aggregate number of shares repurchased by the Company.Notes: (1) Please refer to the Notice for the full text of the resolutions. (2) In respect of the resolution no. 2(A) the number of votes cast and approximate percentage of total number of votes cast at the AGM as set out in the above table are based on the total number of Shares held by the Shareholders who are entitled to attend and vote for or against the resolution (i.e. excluding (i) 4522500 treasury Shares held by the Company (including any treasury Shares held or deposited with the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited); (ii) 23219500 Shares repurchased by the Company which are pending cancellation; (iii) 40357688 Shares held by the trustee of the share award scheme adopted by the Board on 16 July 2019 and amended on 12 December 2021; and (iv) an aggregate of 527983001 Shares held by Dr. LOU Jing and his close associates). Pursuant to the scrutineer certificate issued by Computershare Hong Kong Investor Services Limited a total of 869064210 Shares were cast in favour of the resolution no. 2(A) and a total of 157710496 Shares were cast against the resolution no. 2(A). In respect of the 527983001 Shares which Dr. LOU Jing and his close associates held through Central Clearing and Settlement System votes were cast in favour of the resolution no. 2(A) inadvertently by Dr. LOU Jing and his close associates. As stated in the Circular Dr. LOU Jing and his close associates should abstain from voting on the resolution no. 2(A) at the AGM. In this regard if the votes cast by Dr. LOU Jing and his close associates had been disregarded the total number of votes cast in favour of the resolution no. 2(A) was 341081209 votes and the total number of votes cast against the resolution no. 2(A) was 157710496 votes. 3The Company has been informed by Dr. LOU Jing and his close associates that he and his close associates had cast in favour of the resolution no. 2(A) due to inadvertent oversight.If the votes cast by Dr. LOU Jing and his close associates had been disregarded the total number of votes cast in favour of the resolution no. 2(A) was 341081209 votes and the total number of votes cast against the resolution no. 2(A) was 157710496 votes. As such the resolution no. 2(A) would remain to be passed by more than 50% of the votes cast at the AGM even if the votes in respect of the Shares in which Dr. LOU Jing and his close associates are interested were not counted. In such circumstances the Board announces that the resolution no. 2(A) as set out in the Notice was duly passed by the Shareholders by way of poll at the AGM.As more than 50% of votes were cast in favour of each of the resolutions numbered 1 to 5 all of the above ordinary resolutions were duly passed at the AGM.All Directors attended the AGM in person or by electronic means. (2) PAYMENT OF FINAL DIVIDEND As the resolution numbered 3 for the payment of the Final Dividend was duly passed at the AGM subject to the fulfilment of the other condition as stated in the Circular the Company will pay the Final Dividend for the year ended 31 December 2023 to the Shareholders whose names appear on the register of members of the Company as at the close of business on Friday 26 July 2024 (the “Record Date”) and the payment date is expected to be Monday 5 August 2024. For the avoidance of doubt if there is any Shares repurchased by the Company but pending for cancellation and/or any treasury Shares held by the Company as a holder on the Record Date none of those Shares shall be entitled to any payment of dividend. The Company will give instructions on the relevant arrangements to the Hong Kong share registrar of the Company and/or HKSCC Nominees Limited and if applicable withdraw the Shares repurchased but pending for cancellation and/or treasury Shares from CCASS and re-register the repurchased Shares as treasury Shares under the Company’s name or cancel the repurchased Shares. (3) RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR As disclosed in the Circular Dr. ZHANG Dan retired as an independent non-executive Director with effect from the conclusion of the AGM due to his other business commitments. Dr. ZHANG Dan has confirmed that there is no disagreement with the Board and there is no matter in relation to his retirement which needs to be brought to the attention of the Shareholders or the Stock Exchange. The Board would like to extend its gratitude to Dr. ZHANG Dan for his invaluable efforts and contributions to the Company during his tenure of office and offers its best wishes to him. 4(4) CHANGE OF NON-EXECUTIVE DIRECTOR RETIREMENT OF NON-EXECUTIVE DIRECTORThe Board hereby announces that with effect from 25 June 2024 Mr. HUANG Bin (“Mr.HUANG”) has resigned as a non-executive Director as he has reached his retirement age. Mr. HUANG has confirmed that there is no disagreement with the Board and there is no matter in relation to his retirement which needs to be brought to the attention of the Shareholders or the Stock Exchange. The Board would like to extend its gratitude to Mr.HUANG for his invaluable efforts and contributions to the Company during his tenure of office and offers its best wishes to him.APPOINTMENT OF NON-EXECUTIVE DIRECTORThe Board announces that with effect from 25 June 2024 Ms. ZHANG Jiaoe (“Ms.ZHANG”) has been appointed as a non-executive Director.Ms. ZHANG Jiaoe aged 61 has been appointed as a non-executive Director on 25 June 2024. Ms. ZHANG has extensive experience in the field of medicine and pharmaceuticals. She worked as a research assistant in the Military Medical Research Institute of the Logistics Department of the Shenyang Military Region (沈阳军区后勤部军事医学研究 所) from August 1987 to December 1990. In January 1993 Ms. ZHANG joined Shenyang Sunshine Pharmaceutical Co. Ltd. (沈阳三生制药有限责任公司) (“Shenyang Sunshine”) and has held various positions within the Group ever since. She served as a manager at Shenyang Sunshine from July 1993 to December 2001 and was appointed as the deputy factory director and head of the foreign cooperation department in January 2002 and May 2011 respectively. In March 2016 Ms. ZHANG became the assistant to the general manager of Shenyang Sunshine. She currently serves as the general manager of Liaoning Sunshine Technology Development Co. Ltd. (辽宁三生科技发展有限公司). Currently she is also a supervisor of each of Northern Medicine Valley Desen (Shenyang) Biologics Co. Ltd. (北方药谷德生(沈阳)生物科技有限责任公司) and Zhejiang Sunshine Mandi Pharmaceutical Co. Ltd. (浙江三生蔓迪药业有限公司).Ms. ZHANG obtained a bachelor’s degree from the China Pharmaceutical University (中国 药科大学) in July 1987 and earned her qualifications as a chief pharmacist from the Human Resources Security Department of Liaoning Province (辽宁省人力资源和社会保障厅) in September 2010.Ms. ZHANG has entered into an appointment letter with the Company as a non-executive Director for a term of three years commencing from 25 June 2024 for a remuneration of HK$100000 per annum which was determined by the Board on the recommendation of the Remuneration Committee having considered Ms. ZHANG’s expected contribution to the Company in terms of time effort and her expertise which may be terminated by either the Company or Ms. ZHANG by giving one month’s written notice or otherwise in accordance with the terms of the appointment letter. Pursuant to the Articles of Association Ms.ZHANG shall hold office until the next annual general meeting of the Company following her appointment and shall then be eligible for re-election at the meeting and thereafter shall be subject to retirement by rotation at the annual general meetings of the Company at least once every three years. 5As at the date of this announcement Ms. ZHANG was interested in 12978639 Shares within the meaning of Part XV of the Securities and Futures Ordinance of which 12898639 Shares were held as beneficial owner and 80000 share options were granted to a trust and held for the benefit of Ms. ZHANG pursuant to a share option scheme of the Company.Save as disclosed above as at the date of this announcement Ms. ZHANG does not have and/or is not deemed to have any interests or short positions in any shares underlying shares or debentures of the Company or its associated corporations (as defined under Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)).Save as disclosed above Ms. ZHANG has confirmed that (i) she has and had no other relationships with any Directors senior management or substantial or controlling Shareholders; (ii) she does not currently hold any other position with the Company or any of its subsidiaries; (iii) she has not held any directorship in other Hong Kong or overseas listed public companies in the last three years; (iv) she does not hold any other major appointments and professional qualifications; (v) there are no other matters relating to the aforesaid appointment that need to be brought to the attention of holders of securities of the Company; and (vi) there is no other information relating to the aforesaid appointment to be disclosed pursuant to any of the requirements under paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.The Board would like to take this opportunity to welcome Ms. ZHANG for joining the Board.By order of the Board 3SBio Inc. Dr. LOU Jing Chairman Shenyang the PRC 25 June 2024 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. 6