3SBio Inc. has issued a circular proposing a conditional special dividend to be executed through an in-specie distribution of all Mandi Inc. shares currently held by the group. The move is tied to Mandi’s planned spin-off and separate listing on the Main Board of the Hong Kong Stock Exchange.

The special dividend will be paid out of 3SBio’s share-premium account and allocated to qualifying shareholders on a pro-rata basis, with the exact distribution ratio to be set after shareholder approval. The board has scheduled an Extraordinary General Meeting for 10:00 a.m. on 23 April 2026 in Shenyang, where shareholders will vote on granting the mandate required under Article 134 of the company’s Articles of Association.

Implementation is subject to two key conditions: 1. Shareholder approval of the distribution mandate at the forthcoming EGM. 2. The spin-off, global offering and listing of Mandi becoming unconditional in all respects.

Should any shareholders reside in jurisdictions deemed “Excluded,” their entitled Mandi shares will be sold on the market after listing; net proceeds (above HK$100) will be remitted to those investors in cash.

To determine eligibility to vote at the EGM, 3SBio’s register of members will be closed from 20 April 2026 to 23 April 2026. Share transfer documents must be lodged by 4:30 p.m. on 17 April 2026.

Management highlights several strategic benefits of the spin-off: clearer valuation of Mandi’s consumer-healthcare operations, enhanced fundraising flexibility for both 3SBio and Mandi, and greater managerial focus within the separated entities. A redacted application proof of Mandi’s listing document has been posted on the Hong Kong exchange’s website.

3SBio cautions that the spin-off and dividend are not assured; both hinge on shareholder consent and the successful completion of Mandi’s IPO process. Shareholders are advised to exercise caution when dealing in 3SBio securities pending further announcements.