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:
