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
