3SBIO INC. AND JPMORGAN CHASE BANK, N.A., As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTSDeposit Agreement • January 22nd, 2007 • 3SBio Inc. • New York
DEPOSIT AGREEMENT dated as of [DATE] , 2007 (the "Deposit Agreement") among 3SBIO INC. and its successors (the "Company"), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the "Depositary"), and all holders from time to time of American Depositary Receipts issued hereunder ("ADRs") evidencing American Depositary Shares ("ADSs") representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:
AGREEMENT AND PLAN OF MERGER Dated as of February 8, 2013 among DECADE SUNSHINE LIMITED DECADE SUNSHINE MERGER SUB and 3SBIO INC.Agreement and Plan of Merger • February 8th, 2013 • 3SBio Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of February 8, 2013, is by and among Decade Sunshine Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"), Decade Sunshine Merger Sub, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of Parent ("Merger Sub"), and 3SBio Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Company", and, together with Parent and Merger Sub, the "Parties" and each, a "Party").
LIMITED GUARANTYLimited Guaranty • February 19th, 2013 • 3SBio Inc. • Pharmaceutical preparations • New York
Limited Guaranty, dated as of February 8, 2013 (this “Limited Guaranty”), by CPEChina Fund, L.P., a limited partnership organized under the laws of the Cayman Islands (the “Guarantor”), in favor of 3SBio Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).
Agreement Regarding Transfer of Equity Interest In Shenyang Sunshine Pharmaceutical Co., Ltd.Interest Transfer Agreement • January 19th, 2007 • 3SBio Inc.
Agreement Regarding Transfer of Equity Interest In Shenyang Sunshine Pharmaceutical Co., Ltd.Equity Interest Transfer Agreement • January 19th, 2007 • 3SBio Inc.
EMPLOYMENT AND CONFIDENTIALITY AGREEMENTEmployment and Confidentiality Agreement • January 19th, 2007 • 3SBio Inc.
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of [•], 2006, (the “Effective Date”), by and between 3Sbio, Inc. (the “Company”), and [•], an individual residing in [•] (the “Employee”).
AMENDMENT TO PURCHASE AGREEMENT FOR ACQUISITION OF EQUITY INTERESTPurchase Agreement • April 30th, 2013 • 3SBio Inc. • Pharmaceutical preparations
Amendment No. 1 dated as of December 31, 2012 (this “Amendment”) to the PURCHASE AGREEMENT FOR ACQUISITION OF EQUITY INTEREST, entered into on December 1, 2006 (the “Agreement”), as supplemented, between Shenyang Sunshine Pharmaceutical Company Limited, a PRC company (the “Company” or “Party A”)), and Mr. Dan LOU (the “Nominee” or “Party B”)).
Purchase Agreement for Acquisition of Equity Interest In Liaoning Sunshine Bio- Pharmaceutical Company Limited Between Shenyang Sunshine Pharmaceutical Company Limited And Dan LouPurchase Agreement • January 19th, 2007 • 3SBio Inc.
RE: Consortium AgreementConsortium Agreement • March 25th, 2013 • 3SBio Inc. • Pharmaceutical preparations • Hong Kong
CPEChina Fund, L.P. ("PE") is interested in pursuing with you, through its affiliated entity, a possible acquisition of all outstanding shares of capital stock in 3SBio Inc. (the "Company") through a special purpose vehicle ("Bidco") to be owned or financed by PE, you and your affiliates and nominees (together with you, the "Shareholder") and a wholly-owned subsidiary of Bidco ("MergerSub"). As a condition to the delivery of a preliminary non-binding proposal letter to the Company (the "Proposal Letter", the form of which is set forth in Exhibit A hereto) and to further our discussions relating to the Transaction (as defined below), the Shareholder and PE agree to the following:
REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN***. Agreement between Shenyang Sunshine Pharmaceutical Company and Epitomics, Inc. License and Co- development of anti-TNFalpha monoclonal antibody therapeutics3SBio Inc. • January 19th, 2007 • California
This term sheet is between Shenyang Sunshine Pharmaceutical Co. Ltd (Sunshine) and Epitomics Inc. (Epitomics). This document is to describe a developing and anticipated ongoing formal Licensing and Co-development relationship between the two companies in the field of commercializing anti-TNFalpha monoclonal antibodies to be used as therapeutic agents.
National Agency Agreement for Tietai3SBio Inc. • January 19th, 2007
In accordance with the relevant Chinese laws and regulations, Chengdu Borui Pharmaceutical Technology and Development Co., Ltd (hereinafter referred to as Party A) and Liaoning Sunshine Pharmaceutical Co., Ltd (hereinafter referred to as Party B), for the purpose of taking full advantages of each party and exploiting more market opportunities, have reached this agreement on the basis of mutual benefits and common development through friendly negotiations of both parties.
AMENDMENT TO BUSINESS COOPERATION AGREEMENTBusiness Cooperation Agreement • April 30th, 2013 • 3SBio Inc. • Pharmaceutical preparations
Amendment No. 1 dated as of December 31, 2012 (this “Amendment”) to the BUSINESS COOPERATION AGREEMENT, entered into on January 1, 2007 (the “Agreement”), among Shenyang Sunshine Pharmaceutical Company Limited, a PRC company (the “Company” or “Party A”)), Liaoning Sunshine Bio-Pharmaceutical Company Limited, a PRC company ("LNSS" or “Party B”)), and 3SBio Inc. (the “ListCo” or “Party C”)). Capitalized terms used herein and not defined shall have the meanings specified in the Agreement.
Supplementary Agreement for Purchase Agreement for Acquisition of Equity Interest3SBio Inc. • April 30th, 2013 • Pharmaceutical preparations
Mr. Lou Dan is the shareholder of Liaoning Sunshine Pharmaceutical Company Limited (hereinafter “Liaoning Sunshine”) and holds 100% equity of Liaoning Sunshine. Shenyang Sunshine, Mr. Lou Dan, and Liaoning Sunshine signed a series of relevant agreements for business cooperation and for specifying equity relationship (“previous relevant agreements”) in 2006 and 2007.
AMENDMENT TO VOTING RIGHTS AGREEMENTVoting Rights Agreement • April 30th, 2013 • 3SBio Inc. • Pharmaceutical preparations
Amendment No. 1 dated as of December 31, 2012 (this “Amendment”) to the VOTING RIGHTS AGREEMENT, entered into on December 1, 2006 (the “Agreement”), between Shenyang Sunshine Pharmaceutical Company Limited, a PRC company (the “Company” or “Party B”), and Mr. Dan LOU (the “Nominee” or “Party A”). Capitalized terms used herein and not defined shall have the meanings specified in the Agreement.
CONTRACT3SBio Inc. • April 21st, 2009 • Pharmaceutical preparations
This contract is made by and between the Buyer and the Seller whereby the Buyer agrees to buy and Seller agrees to sell the under-mentioned commodity according to the terms and conditions stipulated below:
VOTING RIGHTS AGREEMENTVoting Rights Agreement • January 19th, 2007 • 3SBio Inc.
Purchase AgreementPurchase Agreement • January 19th, 2007 • 3SBio Inc.
The Equity Transfer Agreement Regarding Beijing Sunshine Bio-product Sales Company Limited Entered Into Between Shenyang Sunshine Pharmaceutical Company Limited and Dongmei SuEquity Transfer Agreement • January 19th, 2007 • 3SBio Inc.
VOTING AGREEMENTVoting Agreement • February 19th, 2013 • 3SBio Inc. • Pharmaceutical preparations • New York
VOTING AGREEMENT, dated as of February 8, 2013 (this "Agreement"), by and between 3SBio Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Company"), Decade Sunshine Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent") and the Shareholders of the Company listed on Schedule A hereto (each, a "Shareholder" and collectively, the "Shareholders"). Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement (as defined below).
CPEChina Fund, L.P. c/o CITIC PE Advisors (Hong Kong) Limited Suite 606, 6/F, One Pacific Place 88 Queensway Hong Kong3SBio Inc. • February 19th, 2013 • Pharmaceutical preparations • New York
This letter agreement sets forth the commitment of the undersigned (the “Investor”), subject to the terms and conditions contained herein, to cause a wholly owned subsidiary of the Investor (the “Investor Affiliate”) to purchase convertible and exchangeable notes of Century Sunshine Limited, a Cayman Islands exempted company (“Holdco”). It is contemplated that, pursuant to an agreement and plan of merger (the “Merger Agreement”) to be entered into by and among Decade Sunshine Limited, a Cayman Islands exempted company with limited liability and a wholly-owned subsidiary of Holdco (“Parent”), Decade Sunshine Merger Sub, a Cayman Islands exempted company with limited liability, all of the outstanding shares of which are owned by Parent (“Merger Sub”), and 3SBio Inc., a Cayman Islands exempted company with limited liability (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”).
The Equity Transfer Agreement Regarding Liaoning Sunshine Bio-Pharmaceutical Company Limited Between Shenyang Sunshine Pharmaceutical Company Limited And Dan LouEquity Transfer Agreement • January 19th, 2007 • 3SBio Inc.
ROLLOVER AGREEMENTRollover Agreement • February 19th, 2013 • 3SBio Inc. • Pharmaceutical preparations • New York
This ROLLOVER AGREEMENT (this “Agreement”) is made and entered into as of February 8, 2013 by and among Century Sunshine Limited, a Cayman Islands exempted company (“Holdco”), Decade Sunshine Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Holdco (“Parent”), and the shareholders of 3SBio, Inc., a Cayman Islands exempted company (the “Company”), listed on Schedule A (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
Sole Agency Agreement for Baolijin3SBio Inc. • January 19th, 2007
Chengdu Institute of Biological Products (hereinafter referred to as “Party A”) and Liaoning Sunshine Pharmaceutical Co., Ltd. (hereinafter referred to as “Party B”) have entered into this Agreement on the basis of the principles of mutual benefits and joint development pursuant to the relevant Chinese laws and regulations and upon friendly negotiations between the two parties, for the purpose of making full use of their respective advantages and further expanding the market.
Dated 8 February 2013 FACILITIES AGREEMENT between Decade Sunshine Limited as Borrower The companies named herein as Original Guarantors China CITIC Bank International Limited as Lead Arranger China CITIC Bank International Limited as Facility Agent...Facilities Agreement • February 19th, 2013 • 3SBio Inc. • Pharmaceutical preparations • Hong Kong
PARTNERSHIP AGREEMENTPartnership Agreement • April 30th, 2012 • 3SBio Inc. • Pharmaceutical preparations
PURCHASE CONTRACT3SBio Inc. • January 19th, 2007
VOTING AGREEMENTVoting Agreement • January 19th, 2007 • 3SBio Inc.
This VOTING AGREEMENT (the “Agreement”) is entered into as of , 2006 by and among 3SBio Inc., a Cayman Island corporation (the “Company”) and the entities listed on Exhibit A hereto (the “Holders”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 26th, 2013 • 3SBio Inc. • Pharmaceutical preparations
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of April 24, 2013, is by and among Decade Sunshine Limited, a Cayman Islands exempt company with limited liability (“Parent”), Decade Sunshine Merger Sub, a Cayman Islands exempt company with limited liability and a wholly owned subsidiary of Parent (“Merger Sub”), and 3SBio Inc., a Cayman Islands exempt company with limited liability (the “Company”).
AGREEMENT OF JOINT FILINGAgreement of Joint Filing • February 19th, 2013 • 3SBio Inc. • Pharmaceutical preparations
The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Supplementary Agreement for Purchase Agreement for Acquisition of Equity Interest In Liaoning Sunshine Bio-Pharmaceutical Company Limited Between Shenyang Sunshine Pharmaceutical Company Limited And Dan LouSupplementary Agreement • April 30th, 2013 • 3SBio Inc. • Pharmaceutical preparations
THIS SUPPLEMENTARY AGREEMENT was entered into between the following parties in Shenyang City, Liaoning Province on February 3, 2010:
Liaoning Sunshine Pharmaceutical Co., Ltd. Sales (Distribution) Agreement 20063SBio Inc. • January 19th, 2007
In accordance with the relevant Chinese laws and regulations, Party A and Party B have reached this agreement regarding sales (distribution) of Party A’s products by Party B on the basis of mutual benefits and common development through friendly negotiations of both parties.
To: China CITIC Bank International Limited3SBio Inc. • April 26th, 2013 • Pharmaceutical preparations • Hong Kong
CPEChina Fund, L.P. c/o CITIC PE Advisors (Hong Kong) Limited Suite 606, 6/F, One Pacific Place 88 Queensway Hong Kong3SBio Inc. • April 26th, 2013 • Pharmaceutical preparations
We refer to the Commitment Letter dated February 8, 2013 (the "Commitment Letter"), by and between CPEChina Fund, L.P. (the "Investor") and Century Sunshine Limited ("Holdco"). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Commitment Letter.
MASTER AGREEMENTMaster Agreement • April 30th, 2012 • 3SBio Inc. • Pharmaceutical preparations • New York
The foregoing shall each be referred to as a “Party” and collectively, as “Parties.” DaVita and DaVita China are collectively referred to as the “DaVita Parties,” and 3SBio and Sunshine are collectively referred to as the “3SBio Parties”; DaVita China and Sunshine are also each referred to as a “JV Party” and collectively as “JV Parties”.
Guarantee Agreement3SBio Inc. • January 19th, 2007
WHEREAS, Party A desires to provide guarantee security in favor of Party B with the purpose to ensure due performance of the debtor’s obligations under the Loan Agreement with the Reference No. 2006Shenhezi0006, entered into on February 20, 2006 by and between China Communications Materials Northeastern Co., Ltd., and Party B hereto (the “Master Agreement”);
