AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of ______________, 2007Deposit Agreement • April 4th, 2007 • Simcere Pharmaceutical Group • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER Dated as of August 28, 2013 among SIMCERE HOLDING LIMITED SIMCERE ACQUISITION LIMITED and SIMCERE PHARMACEUTICAL GROUPAgreement and Plan of Merger • August 28th, 2013 • Simcere Pharmaceutical Group • Pharmaceutical preparations • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 28, 2013 is by and among Simcere Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Simcere Acquisition Limited, 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 Simcere Pharmaceutical Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 23rd, 2007 • Simcere Pharmaceutical Group • New York
This Indemnification Agreement (the “Agreement”) is entered into as of by and between Simcere Pharmaceutical Group, a Cayman Islands company (the “Company”) and the undersigned, a [director or officer] of the Company (“Indemnitee”).
Simcere Pharmaceutical Group No. 12 Hua Yuan Road Nanjing, Jiangsu Province 210042, People’s Republic of ChinaSimcere Pharmaceutical Group • March 23rd, 2007 • Pharmaceutical preparations
Re: Deposit Agreement dated as of ___________, 2007 (the "Deposit Agreement") by and among Simcere Pharmaceutical Group, The Bank of New York, as Depositary, and the Owners and Beneficial Owners of American Depositary Receipts
Underwriting AgreementSimcere Pharmaceutical Group • April 5th, 2007 • Pharmaceutical preparations • New York
Simcere Pharmaceutical Group, a company incorporated in the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I attached hereto (the “Underwriters”) an aggregate of 12,500,000 American Depositary Shares representing 25,000,000 ordinary shares, par value US$0.01 per share (the “Ordinary Shares”), of the Company and the shareholders of the Company named in Schedule II attached hereto (the “Selling Shareholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 3,125,000 American Depositary Shares representing 6,250,000 Ordinary Shares and, at the election of the Underwriters, up to 2,343,700 additional American Depositary Shares representing 4,687,400 Ordinary Shares. The aggregate of 15,625,000 American Depositary Shares representing 31,250,000 Ordinary Shares to be sold by the Company and the Selling Shareholders is herein called the
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 23rd, 2007 • Simcere Pharmaceutical Group • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of November 20, 2006, by and among (i) Simcere Pharmaceutical Group, an exempted company incorporated and validly existing with limited liability under the laws of the Cayman Islands (the “Company”), (ii) New Good Management Limited, an exempted company incorporated and validly existing with limited liability under the laws of the British Virgin Islands (“NGM”) and (iii) Assure Ahead Investments Limited (the “Investor”, collectively with NGM, the “Shareholders”).
ENGLISH TRANSLATION] SIMCERE PHARMACEUTICAL GROUP 2006 STOCK INCENTIVE PLAN RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • March 12th, 2013 • Simcere Pharmaceutical Group • Pharmaceutical preparations • New York
THIS AGREEMENT (the “Agreement”), is made effective as of the 11th day of September, 2012 (hereinafter called the “Date of Grant”), between Simcere Pharmaceutical Group, a corporation incorporated in the Cayman Islands (hereinafter called the “Company”), and Jinsheng Ren (hereinafter called the “Participant”):
CONSORTIUM AGREEMENTConsortium Agreement • March 12th, 2013 • Simcere Pharmaceutical Group • Pharmaceutical preparations • New York
THIS CONSORTIUM AGREEMENT (this “Agreement”) is dated as of March 11, 2013 and is entered into by and among Jinsheng Ren (“Founder”), New Good Management Limited, a company incorporated under the laws of the British Virgin Islands (“NGM”) and an affiliate of Founder, and Assure Ahead Investments Limited, a company incorporated under the laws of the British Virgin Islands (“Assure”, together with Founder and NGM, the “Consortium Members” and each, a “Consortium Member”).
SIMCERE PHARMACEUTICAL GROUP OFFER TO EXCHANGE STOCK OPTIONS FOR REPLACEMENT RESTRICTED SHARES ELECTION FORM AND RELEASE AGREEMENTSimcere Pharmaceutical Group • April 21st, 2009 • Pharmaceutical preparations
• Before you complete or return this Election Form and Release Agreement (“Election Form”), you should read the Offering Circular dated April 21, 2009 that accompanies this Election Form.
SHARE TRANSFER AGREEMENTShare Transfer Agreement • March 23rd, 2007 • Simcere Pharmaceutical Group
State Good Group Limited a company with limited liability incorporated and existing under laws of British Virgin Islands whose registered office is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. Its legal representative is Mr. Ren Jinsheng, the board chairman, whose nationality is China.
SIMCERE PHARMACEUTICAL GROUP CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENTInvention Assignment Agreement • March 23rd, 2007 • Simcere Pharmaceutical Group
As a condition of my employment with Simcere Pharmaceutical Group, its subsidiaries, successors or assigns (together the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 24th, 2008 • Simcere Pharmaceutical Group • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 12, 2008 by and among SIMCERE PHARMACEUTICAL GROUP, a company with limited liability organized under the laws of the Cayman Islands (the “Company”), and KING VIEW DEVELOPMENT INTERNATIONAL LIMITED, a British Virgin Islands company (the “Purchaser”) and NEW GOOD MANAGEMENT LIMITED, a British Virgin Islands limited liability company (“NGM”).
SHARE TRANSFER AGREEMENTShare Transfer Agreement • March 23rd, 2007 • Simcere Pharmaceutical Group
SIMCERE PHARMACEUTICAL CO.,LTD, a company with limited liability incorporated and existing under laws of PRC whose registered office is at No.3, Jinlian Rd, Jinpan Industrial Area, Haikou, Hainan.
Collaboration Agreement on the Establishment of Innovative Drug United Lab by Tsinghua University (Department of Chemistry) and Jiangsu Simcere Pharmaceutical R&D Co., Ltd.Collaboration Agreement • March 23rd, 2007 • Simcere Pharmaceutical Group
Technical Development AgreementDevelopment Agreement • March 23rd, 2007 • Simcere Pharmaceutical Group • Shanghai
Parties hereto hereby sign this Agreement to deal with relevant matters concerning the preclinical pharmacodynamic research on Endostar’s new indication:
Cooperation Agreement on the Incorporation of Medgenn (Hong Kong) LtdCooperation Agreement • March 23rd, 2007 • Simcere Pharmaceutical Group
Party A and Party B agree to deal with various matters concerning the incorporation of the cooperative company in Hong Kong as follows:
FORM OF EMPLOYMENT AGREEMENTSimcere Pharmaceutical Group Employment Agreement • March 23rd, 2007 • Simcere Pharmaceutical Group
This Employment Agreement (this “Agreement”) is entered into on this , 200 , by and between Simcere Pharmaceutical Group (the “Company”), and [Name of employee], (the “Employee”).
Exclusive Distribution AgreementExclusive Distribution Agreement • March 23rd, 2007 • Simcere Pharmaceutical Group
Party A and Party B hereby agree following clauses through friendly consultation in accordance with the principle of mutual cooperation and development:
Joint Filing AgreementJoint Filing Agreement • March 12th, 2013 • Simcere Pharmaceutical Group • Pharmaceutical preparations
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares, par value US$0.01 per share, of Simcere Pharmaceutical Group, a Cayman Island company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument.
