3SBio : 1530.HK) _ Prospectus

(Incorporated in the Cayman Islands with limited liability)

Stock Code : 1530

Joint Sponsors

Joint Global Coordinators

Joint Bookrunners and Joint Lead Managers

IMPORTANT

IMPORTANT: If you are in doubt about any of the contents of this prospectus, you should obtain independent professional advice.

3SBIO INC.

(Incorporated in the Cayman Islands with limited liability)

GLOBAL OFFERING

Number of Offer Shares under the : 606,100,000 Shares (including 484,880,000 New Global Offering Shares and 121,220,000 Sale Shares subject to the

Over-allotment Option)

Number of Hong Kong Offer Shares : 60,610,000 Shares (subject to reallocation)

Number of International Placing Shares : 545,490,000 Shares (including 424,270,000 New Shares and 121,220,000 Sale Shares subject to reallocation and the Over-allotment Option)

Maximum Offer Price : HK$9.10 per Offer Share plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars, subject to refund)

Nominal Value : US$0.00001 Stock Code : 1530

Joint Sponsors

Joint Global Coordinators

Joint Bookrunners and Joint Lead Managers

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and the Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this prospectus, 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 prospectus.

A copy of this prospectus, having attached thereto the documents specified in the section headed "Documents Delivered to the Registrar of Companies and Available for Inspection" in Appendix V to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any other document referred to above.

Our Company is incorporated in the Cayman Islands and substantially all of our businesses are located in the PRC. Potential investors should be aware of the differences in legal, economic and financial systems between the Cayman Islands, the PRC and Hong Kong and that there are different risk factors relating to the investment in our Company. Potential investors should also be aware that the regulatory frameworks in the Cayman Islands and the PRC are different from the regulatory framework in Hong Kong and should take into consideration the different market nature of our Shares. Such differences and risk factors are set out in the sections headed "Risk Factors" and "Regulations" in this prospectus.

The Offer Price is expected to be fixed by agreement between the Joint Global Coordinators (on behalf of the Underwriters) and us on the Price Determination Date. The Price Determination Date is expected to be on or around Thursday, June 4, 2015 and, in any event, not later than Monday, June 8, 2015. The Offer Price will be not more than HK$9.10 per Offer Share and is currently expected to be not less than HK$8.30 per Offer Share unless otherwise announced. If, for any reason, the Offer Price is not agreed by Monday, June 8, 2015 between the Joint Global Coordinators (on behalf of the Underwriters) and us, the Global Offering will not proceed and will lapse.

The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offered, sold, pledged or transferred within the United States, except that Offer Shares may be offered, sold or delivered to QIBs in reliance on an exemption from registration under the U.S. Securities Act provided by, and in accordance with the restrictions of, Rule 144A or another exemption from the registration requirements of the U.S. Securities Act. The Offer Shares may be offered, sold or delivered outside the United States in offshore transactions in accordance with Regulation S under the U.S. Securities Act.

The Joint Global Coordinators (on behalf of the Underwriters) may, with our consent, reduce the number of Offer Shares being offered under the Global Offering and/or the indicative Offer Price range below that stated in this prospectus at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, an announcement will be published in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering.

The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Joint Bookrunners (on behalf of the Underwriters) if certain grounds arise prior to 8:00 a.m. (Hong Kong time) on the Listing Date. Please refer to the section headed "Underwriting-Underwriting Arrangements and Expenses-Hong Kong Public Offering-Grounds for Termination" in this prospectus.

June 1, 2015

EXPECTED TIMETABLE(1)

If there is any change in the following expected timetable of the Hong Kong Public Offering, we will issue an announcement in Hong Kong to be published in English in South China Morning Post and in Chinese in Hong Kong Economic Times.

Latest time to complete electronic applications under White Form eIPO service through

the designated website www.eipo.com.hk(2) . . . . . . . . . . . 11:30 a.m. on Thursday, June 4, 2015

Application lists of the Hong Kong Public Offering

open(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:45 a.m. on Thursday, June 4, 2015

Latest time to lodge WHITE and YELLOW

Application Forms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Thursday, June 4, 2015

Latest time to give electronic application

instructions to HKSCC(4) . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Thursday, June 4, 2015

Latest time to complete payment of White Form eIPO applications by effecting Internet banking

transfer(s) or PPS payment transfer(s) . . . . . . . . . . . . . . . 12:00 noon on Thursday, June 4, 2015

Application lists of the Hong Kong Public Offering

close . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:00 noon on Thursday, June 4, 2015

Expected Price Determination Date(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, June 4, 2015

1. Announcement of:
2. • the Offer Price;
   • an indication of the level of interest in the International Placing;
   • the level of applications in the Hong Kong Public Offering; and
   • the basis of allocation of the Hong Kong Offer Shares

to be published in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) and

on the websites of the Stock Exchange at www.hkexnews.hk

and our Company at www.3sbio.comon or before(6) . . . . . . . . . . . Wednesday, June 10, 2015

- i -

EXPECTED TIMETABLE(1)

1. Announcement of results of allocations in the Hong Kong Public Offering (including successful applicants' identification document numbers, where appropriate)
   to be available through a variety of channels including the

websites of the Stock Exchange at www.hkexnews.hk

and our Company's website at www.3sbio.com(see paragraph headed "11. Publication of Results" in the section headed

"How to Apply for Hong Kong Offer Shares") from . . . . . . . . . . . Wednesday, June 10, 2015

1. A full announcement of the Hong Kong Public Offering containing (1) and (2) above to be published on the website

of the Stock Exchange at www.hkexnews.hk(7)

and our Company's website at www.3sbio.com(8) from . . . . . . . . . Wednesday, June 10, 2015

Results of allocations for the Hong Kong Public

Offering will be available at

www.iporesults.com.hkwith a "search by ID"

function . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, June 10, 2015

Dispatch of Share certificates in respect of wholly or partially successful applications pursuant to the

Hong Kong Public Offering on or before(6) . . . . . . . . . . . . . . . . . . . . . Wednesday, June 10, 2015

Dispatch of White Form e-Refund payment

instructions/refund cheques on or before(9) . . . . . . . . . . . . . . . . . . . . . Wednesday, June 10, 2015

Dealings in Shares on the Stock Exchange to

commence on . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, June 11, 2015

Notes:

1. All times and dates refer to Hong Kong local time and date, except as otherwise stated.
2. You will not be permitted to submit your application through the designated website at www.eipo.com.hkafter 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained a payment reference number from the designated website prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of application monies) until 12:00 noon on the last day for submitting applications, when the application lists close.
3. If there is a tropical cyclone warning signal number 8 or above, or a "black" rainstorm warning at any time between 9:00 a.m. and 12:00 noon on Thursday, June 4, 2015, the application lists will not open on that day. Please refer to the section headed "How to Apply for Hong Kong Offer Shares-10. Effect of Bad Weather on the Opening of the Application Lists" in this prospectus.
4. Applicants who apply for Hong Kong Offer Shares by giving electronic application instructions to HKSCC should refer to the section headed "How to Apply for Hong Kong Offer Shares-6. Applying by Giving Electronic Application Instructions to HKSCC via CCASS" in this prospectus.
5. The Price Determination Date is expected to be on or around Thursday, June 4, 2015 and, in any event, not later than Monday, June 8, 2015, or such other date as agreed between parties. If, for any reason, the Offer Price is not agreed between the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and our Company by Monday, June 8, 2015, or such other date as agreed between parties, the Global Offering will not proceed and will lapse.

- ii -

EXPECTED TIMETABLE(1)

1. Share certificates are expected to be issued on Wednesday, June 10, 2015 but will only become valid provided that the Global Offering has become unconditional in all respects and neither of the Underwriting Agreements has been terminated in accordance with its terms, which is scheduled to be at around 8:00 a.m. on Thursday, June 11, 2015. Investors who trade Shares on the basis of publicly available allocation details before the receipt of share certificates and before they become valid do so entirely of their own risk.
2. The announcement will be available for viewing on the "Main Board-Allotment of Results" page on the Stock Exchange's website at www.hkexnews.hkand our Company's website at www.3sbio.com.
3. None of the websites or any of the information contained on the website forms part of this prospectus.
4. e-Refundpayment instructions/refund cheques will be issued in respect of wholly or partially unsuccessful applications and in respect of wholly or partially successful applications if the Offer Price is less than the price per Offer Share payable on application.

The above expected timetable is a summary only. You should read carefully the sections headed "Underwriting," "Structure of the Global Offering" and "How to Apply for Hong Kong Offer Shares" for details relating to the structure of the Global Offering, procedures on the applications for Hong Kong Offer Shares and the expected timetable, including conditions, effect of bad weather and the dispatch of refund cheques and Share certificates.

- iii -