LIMITED GUARANTYLimited Guaranty • August 28th, 2013 • Ren Jinsheng • Pharmaceutical preparations • New York
This Limited Guaranty (this “Limited Guaranty”), dated as of August 28, 2013, by New Good Management Limited (the “Guarantor”), in favor of Simcere Pharmaceutical Group, 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).
AGREEMENT AND PLAN OF MERGER Dated as of August 28, 2013 among SIMCERE HOLDING LIMITED SIMCERE ACQUISITION LIMITED and SIMCERE PHARMACEUTICAL GROUPMerger Agreement • August 28th, 2013 • Ren Jinsheng • 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”).
ENGLISH TRANSLATION] SIMCERE PHARMACEUTICAL GROUP 2006 STOCK INCENTIVE PLAN RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • August 28th, 2013 • Ren Jinsheng • Pharmaceutical preparations • New York
THIS AGREEMENT (the “Agreement”), is made effective as of the 9th day of March, 2010 (hereinafter called the “Date of Grant”), between Simcere Pharmaceutical Group, a corporation incorporated in the Cayman Islands (hereinafter called the “Company”), and Hongquan Liu (hereinafter called the “Participant”):
CONTRIBUTION AGREEMENTContribution Agreement • August 28th, 2013 • Ren Jinsheng • Pharmaceutical preparations • New York
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of August 28, 2013 by and among Simcere Holding Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and certain shareholders of Simcere Pharmaceutical Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders” or the “Consortium”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
Joint Filing AgreementJoint Filing Agreement • August 28th, 2013 • Ren Jinsheng • 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 Islands 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.
