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).
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 KongCommitment Letter • February 19th, 2013 • 3SBio Inc. • 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”).
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).
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
AGREEMENT OF JOINT FILINGJoint Filing Agreement • 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.
