3SBio : PROPOSED ISSUE OF EURO300,000,000 ZERO COUPON CONVERTIBLE BONDS DUE 2022

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.

This announcement is for information purposes only and does not constitute an invitation or solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement and the information herein does not constitute or form a part of any offer or solicitation to purchase, subscribe or sell securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States or other jurisdiction. The securities are being offered and sold outside the United States in reliance on Regulation S under the Securities Act (the "Regulation S") and may not be offered or sold within the United States absent registration or an applicable exemption from registration under the Securities Act. No public offering of the securities will be made in the United States or in any other jurisdiction where such an offering is restricted or prohibited. No money, securities or other consideration is being solicited by this announcement or the information contained herein and, if sent in response to this announcement or the information contained herein, will not be accepted.

(incorporated in the Cayman Islands with limited liability)

€300,000,000 ZERO COUPON CONVERTIBLE BONDS DUE 2022

Sole Global Coordinator

Joint Bookrunners and Joint Managers

Reference is made to the announcement of the Company dated 12 July 2017 in relation to the proposed issue of Euro-denominated convertible bonds.

The Board is pleased to announce that the Company, the Issuer and the Managers entered into the Subscription Agreement on 12 July 2017 (after trading hours). Pursuant to the Subscription Agreement, among other things, the Issuer has agreed to issue the Bonds, the Company has agreed to guarantee payment of all sums payable by the Issuer in accordance with the Terms and Conditions in relation to such Bonds, and each Manager has severally and not jointly agreed to subscribe and pay for, or procure subscribers to subscribe and pay for, the Bonds, in an aggregate principal amount of €300,000,000, subject to certain conditions contained therein.

The initial Conversion Price is HK$14.28 per Conversion Share, which represents (i) a premium of approximately 40% over the closing price of HK$10.20 per Share as quoted on the Hong Kong Stock Exchange on 12 July 2017 (being the trading day on which the Subscription Agreement was signed) and (ii) a premium of approximately 38.69% over the average closing price of approximately HK$10.296 as quoted on the Hong Kong Stock Exchange for the five consecutive trading days up to and including 12 July 2017.

Assuming full conversion of the Bonds at the initial Conversion Price of HK$14.28 per Share and no further issue of Shares, the Bonds will be convertible into approximately 188,363,445 Shares, representing approximately 7.44% of the issued share capital of the Company as at the date of this announcement and approximately 6.92% of the issued share capital of the Company as at the date of this announcement as enlarged by the issue of the Conversion Shares upon full conversion of the Bonds.

The net proceeds from the Bonds (after deduction of commissions and other related expenses) are estimated to be approximately €294,905,274, representing a net issue price of approximately HK$14.04 per Conversion Share based on the initial Conversion Price. Such net proceeds are proposed to be used for repaying the current loans of the Group, future merger and acquisition, research and development, purchase of operation facilities and other general corporate purposes.

A formal application will be made by the Issuer to the Hong Kong Stock Exchange for the listing of, and permission to deal in the Bonds, on the Hong Kong Stock Exchange and an application will be made by the Company to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Conversion Shares on the Hong Kong Stock Exchange.

Reference is made to the announcement of the Company dated 12 July 2017 in relation to the proposed issue of Euro-denominated convertible bonds.

The Board is pleased to announce that the Company, the Issuer and the Managers entered into the Subscription Agreement on 12 July 2017 (after trading hours). Pursuant to the Subscription Agreement, among other things, the Issuer has agreed to issue the Bonds, the Company has agreed to guarantee payment of all sums payable by the Issuer in accordance with the Terms and Conditions in relation to such Bonds, and each Manager has severally and not jointly agreed to subscribe and pay for, or procure subscribers to subscribe and pay for, the Bonds, in an aggregate principal amount of €300,000,000, subject to certain conditions contained therein.

12 July 2017 (after trading hours)

1. the Issuer (i.e. Strategic International Group Limited, a direct wholly-owned subsidiary of the Company);

2. the Company;

3. the Managers (i.e. Deutsche Bank AG, Hong Kong Branch and Goldman Sachs (Asia) L.L.C.).

Subject to the fulfilment of the conditions set out below in the section headed "Conditions Precedent to the Subscription", the Issuer has agreed to issue the Bonds, the Company has agreed to guarantee payment of all sums payable by the Issuer in accordance with the Terms and Conditions in relation to such Bonds, and each Manager has agreed severally and not jointly to subscribe and pay for, or procure subscribers to subscribe and pay for, the Bonds on the Closing Date in an aggregate principal amount of €300,000,000.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Managers are third parties independent of the Company and are not connected persons (as defined in the Hong Kong Listing Rules) of the Company.

The Managers have informed the Issuer that the Bonds will be offered and sold to no less than six independent placees (who will be independent individual, corporate and/or institutional investors). To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of the initial placees (and their respective ultimate beneficial owners) is not a connected person (as defined in the Hong Kong Listing Rules) of the Company.

The obligations of the Managers to subscribe and pay for, or to procure the subscribers to subscribe and pay for, the Bonds are conditional on:

1. the Managers being satisfied with the results of their due diligence investigations with respect to the Issuer, the Company and the Group for the purposes of the preparation of the Offering Circular, and the Offering Circular having been prepared in form and content satisfactory to the Managers and having been delivered to the Managers in accordance with the Subscription Agreement;

2. the execution and delivery (on or before the Closing Date) of the Contracts other than the Subscription Agreement, each in a form reasonably satisfactory to the Managers, by the respective parties;

3. each of the Relevant Shareholders having executed a lock-up undertaking (in agreed form) on or before the Closing Date;

4. upon the publication date of the Offering Circular and on the Closing Date, there having been delivered to the Managers letters, in form and substance satisfactory to the Managers, dated the publication date of the Offering Circular in the case of the first letter and dated the Closing Date in the case of the subsequent letter, and addressed to the Managers from Ernst & Young, Certified Public Accountants to the Company;

5. at the Closing Date:

6. the representations and warranties of the Issuer and the Company in the Subscription Agreement being true, accurate and correct at, and as if made on such date;

7. the Issuer and the Company having performed all of their respective obligations under the Subscription Agreement to be performed on or before such date; and

8. there having been delivered to the Managers a certificate confirming no material adverse change (in agreed form), dated as of such date, of a duly authorised officer of each of the Issuer and the Company to such effect;