UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Information to be Included in Statements Filed Pursuant to Rule 13d-1(a)

(Name of Issuer)

 (Title of Class of Securities)

(CUSIP Number)

Jing Lou
Dan Lou
Bin Huang
Bo Tan
Dongmei Su
Ming Hu
Ke Li
Jiaoe Zhang
Qingjie Zhang
 

No. 3 A1, Road 10
Shenyang Economy & Technology Development Zone
Shenyang 110027
People’s Republic of China

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

Page 1 of 24

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box.  [   ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d -7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 2 of 24

(1) Includes (i) 12,098,933 ordinary shares, including ordinary shares as represented by the American Depository Shares, held indirectly by Jing Lou through an entity wholly owned by him, Achieve Well International Limited, as of April 9, 2013 and (ii) 233,450 ordinary shares subject to certain vested options exercisable by Jing Lou within 60 days of April 9, 2013.
(2) Percentage calculated based on (i) 164,723,977 ordinary shares issued and outstanding as of April 9, 2013 and (ii) 233,450 ordinary shares subject to certain vested options exercisable by Jing Lou within 60 days of April 9, 2013.

Page 3 of 24

(1) Includes ordinary shares represented by the American Depository Shares as of April 9, 2013.
(2) Percentage calculated based on 164,723,977 ordinary shares issued and outstanding as of April 9, 2013.

Page 4 of 24

(1) Includes 10,121,101 ordinary shares, including ordinary shares represented by the American Depository Shares, held indirectly by Dan Lou through an entity wholly owned by him, Hero Grand Management Limited, as of April 9, 2013.
(2) Percentage calculated based on 164,723,977 ordinary shares issued and outstanding as of April 9, 2013.

Page 5 of 24

(1) Includes ordinary shares represented by the American Depository Shares as of April 9, 2013.
(2) Percentage calculated based on 164,723,977 ordinary shares issued and outstanding as of April 9, 2013.

Page 6 of 24

(1) Includes (i) 1,566,745 ordinary shares, including ordinary shares represented by the American Depository Shares, held indirectly by Bin Huang through a wholly owned entity, Known Virtue International Limited, as of April 9, 2013 and (ii) 84,000 ordinary shares subject to certain vested options exercisable by Bin Huang within 60 days of April 9, 2013.
(2) Percentage calculated based on (i) 164,723,977 ordinary shares issued and outstanding as of April 9, 2013 and (ii) 84,000 ordinary shares subject to certain vested options exercisable by Bin Huang within 60 days of April 9, 2013.

Page 7 of 24

(1) Includes ordinary shares represented by the American Depository Shares as of April 9, 2013.
(2) Percentage calculated based on 164,723,977 ordinary shares issued and outstanding as of April 9, 2013.

Page 8 of 24

(1) Includes (i) 1,265,121 ordinary shares, including ordinary shares represented by the American Depository Shares, held indirectly by Dongmei Su through an entity wholly owned by her, Joint Palace Group Limited, as of April 9, 2013 and (ii) 37,100 ordinary shares subject to certain options exercisable by Dongmei Su within 60 days of April 9, 2013.
(2) Percentage calculated based on (i) 164,723,977 ordinary shares issued and outstanding as of April 9, 2013 and (ii) 37,100 ordinary shares subject to certain vested options exercisable by Dongmei Su within 60 days of April 9, 2013.

Page 9 of 24

(1) Includes ordinary shares represented by the American Depository Shares as of April 9, 2013.
(2) Percentage calculated based on 164,723,977 ordinary shares issued and outstanding as of April 9, 2013.

Page 10 of 24

(1) Includes (i) 1,960,700 ordinary shares, including ordinary shares represented by the American Depository Shares, held indirectly by Bo Tan through an entity wholly owned by him, Triple Talent Enterprises Ltd, as of April 9, 2013 and (ii) 107,548 ordinary shares subject to certain vested options exercisable by Bo Tan within 60 days of April 9, 2013.
(2) Percentage calculated based on (i) 164,723,977 ordinary shares issued and outstanding as of April 9, 2013 and (ii) 107,548 ordinary shares subject to certain vested options exercisable by Bo Tan within 60 days of April 9, 2013.

Page 11 of 24

(1) Includes ordinary shares represented by the American Depository Shares as of April 9, 2013.
(2) Percentage calculated based on 164,723,977 ordinary shares issued and outstanding as of April 9, 2013.

Page 12 of 24

(1) Includes 865,043 ordinary shares, including ordinary shares represented by the American Depository Shares, held indirectly by Ming Hu through a wholly owned entity, Bonus Nation Limited, as of April 9, 2013.
(2) Percentage calculated based on 164,723,977 ordinary shares issued and outstanding as of April 9, 2013.

Page 13 of 24

(1) Includes ordinary shares represented by the American Depository Shares as of April 9, 2013.
(2) Percentage calculated based on 164,723,977 ordinary shares issued and outstanding as of April 9, 2013.

Page 14 of 24

(1) Includes (i) 797,311 ordinary shares, including ordinary shares represented by the American Depository Shares, held indirectly by Jiaoe Zhang through a wholly owned entity, Wise Win Group Limited, as of April 9, 2013 and (ii) 17,500 ordinary shares subject to certain vested options exercisable by Jiaoe Zhang within 60 days of April 9, 2013.
(2) Percentage calculated based on (i) 164,723,977 ordinary shares issued and outstanding as of April 9, 2013 and (ii) 17,500 ordinary shares subject to certain vested options exercisable by Jiaoe Zhang within 60 days of April 9, 2013.

Page 15 of 24

(1) Includes ordinary shares represented by the American Depository Shares as of April 9, 2013.
(2) Percentage calculated based on 164,723,977 ordinary shares issued and outstanding as of April 9, 2013.

Page 16 of 24

(1) Includes (i) 753,119 ordinary shares, including ordinary shares represented by the American Depository Shares, held indirectly by Ke Li through a wholly owned entity, Yorkwin Finance Limited, as of April 9, 2013 and (ii) 58,100 ordinary shares subject to certain vested options exercisable by Ke Li within 60 days of April 9, 2013.
(2) Percentage calculated based on (i) 164,723,977 ordinary shares issued and outstanding as of April 9, 2013 and (ii) 58,100 ordinary shares subject to certain vested options exercisable by Ke Li within 60 days of April 9, 2013.

Page 17 of 24

(1) Includes ordinary shares represented by the American Depository Shares as of April 9, 2013.
(2) Percentage calculated based on 164,723,977 ordinary shares issued and outstanding as of April 9, 2013.

Page 18 of 24

(1) Includes (i) 159,147 ordinary shares held indirectly by Qingjie Zhang through a wholly owned entity, Topresult Management Limited, as of April 9, 2013 and (ii) 7,000 ordinary shares subject to certain vested options exercisable by Qingjie Zhang within 60 days of April 9, 2013.
(2) Percentage calculated based on (i) 164,723,977 ordinary shares issued and outstanding as of April 9, 2013 and (ii) 7,000 ordinary shares subject to certain vested options exercisable by Qingjie Zhang within 60 days of April 9, 2013.

Page 19 of 24

 (1) Percentage calculated based on 164,723,977 ordinary shares issued and outstanding as of April 9, 2013.

Page 20 of 24

This amendment No. 2 (the “Amendment No. 2”) relates to the ordinary shares, par value $0.0001 per share (the “Shares”), of 3SBio Inc. (the “Company”). This Amendment No. 2 is filed jointly by Jing Lou, Dan Lou, Bin Huang, Dongmei Su, Bo Tan, Ming Hu, Jiaoe Zhang, Ke Li, Qingjie Zhang, Achieve Well International Limited, Hero Grand Management Limited, Known Virtue International Limited, Joint Palace Group Limited, Triple Talent Enterprises Ltd, Bonus Nation Limited, Wise Win Group Limited, Yorkwin Finance Limited and Topresult Management Limited, who are collectively referred to herein as the “Reporting Persons” to amend and supplement the Items set forth below of the Schedule 13D previously filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on February 19, 2013, as amended by Amendment No. 1 filed with SEC on April 11, 2013, (the “Schedule 13D”). Except as provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 2 have meanings provided in the Schedule 13D.

Page 21 of 24

Page 22 of 24

SIGNATURES

After reasonable inquiry and to the best of his, her or its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: April 25, 2013

Jing Lou

By: /s/ Jing Lou                                                                  

Dan Lou

By: /s/ Dan Lou                                                                 

Bin Huang

By: /s/ Bin Huang                                                             

Bo Tan

By: /s/ Bo Tan                                                                    

Dongmei Su

By: /s/ Dongmei Su                                                            

Ming Hu

By: /s/ Ming Hu                                                                  

Jiaoe Zhang

By: /s/ Jiaoe Zhang                                                              

Ke Li

By: /s/ Ke Li                                                                           

Achieve Well International Limited

By: /s/ Jing Lou                                                                      
Name: Jing Lou
Title: Director

Hero Grand Management Limited

By: /s/ Dan Lou                                                                    
Name: Dan Lou
Title: Director

Page 23 of 24

Qingjie Zhang

By: /s/ Qingjie Zhang                                                          

Known Virtue International Limited

By: /s/ Bin Huang                                                                 
Name: Bin Huang
Title: Director

Joint Palace Group Limited

By: /s/ Dongmei Su                                                              
Name: Dongmei Su
 Title: Director

Bonus Nation Limited

By: /s/ Ming Hu                                                                   
Name: Ming Hu
Title: Director

Wise Win Group Limited

By: /s/ Jiaoe Zhang                                                              
Name: Jiaoe Zhang
Title: Director

Yorkwin Finance Limited

By: /s/ Ke Li                                                                           
Name: Ke Li
Title: Director

Topresult Management Limited

By: /s/ Qingjie Zhang                                                           
Name: Qingjie Zhang
Title: Director

Triple Talent Enterprises Ltd

By: /s/ Bo Tan                                                                       
Name: Bo Tan
Title: Director

Page 24 of 24

Exhibit 7.09

Dr. Jing Lou
CPEChina Fund, L.P.

April 22, 2013

Independent Committee
Board of Directors
3SBio, Inc.
No. 3 A1, Road 10
Shenyang Economy & Technology Development Zone
Shenyang, China 110027

Re: Proposal to raise the Merger Consideration and adjourn the Extraordinary General Meeting

Dear Committee Members,

We—Dr. Jing Lou and CPEChina Fund, L.P. (“CITIC PE”)—hereby submit to you a proposal to raise the merger consideration to $2.3857 per ordinary share, or $16.70 per American Depositary share (“ADS,” each ADS representing 7 ordinary shares of the Company), in cash, in an amendment to the merger agreement, dated as of February 8, 2013 (the “Merger Agreement”), by and among 3SBio, Inc. (the “Company”), Decade Sunshine Limited (“Parent”) and Decade Sunshine Merger Sub (“Merger Sub”), pursuant to which the Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.

Our proposed increase in the merger consideration represents a 8.4% premium to our previous offer price under the Merger Agreement, a 9.9% premium to the closing price of April 19, 2013, and a 44% premium to the closing price of September 11, 2012, the last trading day prior to the Company’s announcement on September 12, 2012 that it had received a “going private” proposal from Dr. Jing Lou and CITIC PE. We are working with our debt financing source and anticipate obtaining their approval for our proposed increase in the merger consideration prior to April 25, 2013. We intend that part of the increase of the merger consideration will be financed through an increase in the amount of convertible note financing from CITIC PE. We do not require any changes to any other terms and conditions of the Merger Agreement other than to adjust the amount of available company cash as of the closing date to cover a portion of the increase of the merger consideration. In considering our revised proposal, please be advised that we have no intention to further revise and negotiate the terms of our proposed transaction. If approved by you, we expect the Company to enter into an amendment to the Merger Agreement, and adjourn the extraordinary general meeting currently scheduled to be held at 10:00 a.m. on April 25, 2013 to a later date to provide for sufficient time for the shareholders to consider and vote on the proposed amendment to the Merger Agreement.

We look forward to moving the process forward as quickly as possible. If you have any inquiry, please do not hesitate to contact Dr. Jing Lou at +86-24-2581-1820 or Huihui Li at +86-10-8507-9026.

Sincerely,

/s/ Jing Lou_______________________
Dr. Jing Lou

CPEChina Fund, L.P.
By: CITIC PE Associates, L.P.

By: CITIC PE Funds Limited

By: /s/ Cindy Chan_________________
Name: Cindy Chan
Title: Director

Exhibit 7.10

Re: Consent and Waiver under Facilities Agreement dated February 8, 2013

Gentlemen:

Reference is made to a Facilities Agreement dated February 8, 2013 between Decade Sunshine Limited, as Borrower, the companies named therein as Original Guarantors, and China CITIC Bank International Limited, as Lead Arranger, Original Lender, Facility Agent and Security Agent (the “Facilities Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Facilities Agreement.

We hereby inform the Facility Agent that the Borrower, the Merger Sub and the Target intend to amend the Acquisition Agreement, with such amendment being in the form attached hereto as Exhibit A (the “Amendment”). In connection with the Amendment, the PE Investor will deliver to Holdco an amendment to the commitment letter dated February 8, 2013, by and between the PE Investor and Holdco, with such amendment being in the form attached hereto as Exhibit B (the “Commitment Letter Amendment”). Pursuant to Clause 22.26 (Amendments) of the Facilities Agreement, the prior written consent of the Facility Agent (acting for and on behalf of the Majority Lenders) is required in order for the Borrower to amend the Acquisition Agreement as contemplated by the Amendment.

Pursuant to Clause 4.2(a) of the Facilities Agreement, subject to Clause 4.1 of the Facilities Agreement, each Lender is only obligated to make its participation in each Loan if the conditions precedent described in Clause 4.2(a) of the Facilities Agreement have been satisfied or waived. The Amendment will increase the Acquisition Consideration by US$25,300,000 (the "Increased Consideration Amount"). It is contemplated that US$3,900,000 of the Increased Consideration Amount will be funded by additional cash of the Target ("Additional Target Cash Amount") and US$21,400,000, being the remaining amount of the Increased Consideration Amount, will be funded by the PE Investor or the PE Investor Subsidiary through an increase in purchase price of the Convertible Notes (the "PE Investor Contribution Amount"). The total amount of cash that will need to be transferred by Target to the Paying Agent to fund the Acquisition Consideration will be US$83,900,000, being US$80,000,000 plus the Additional Target Cash Amount.

Consequently, we hereby request the waiver by the Finance Parties of the condition precedent set forth in Clause 4.2(a)(i)(D)(1) of the Facilities Agreement. As condition for such waiver, we undertake that the PE Investor Contribution Amount will be applied to pay for the Increased Consideration Amount first, and the Additional Target Cash Amount will be applied to pay for the Increased Consideration Amount only after the PE Investor Contribution Amount has been exhausted.

We hereby confirm and agree that:

(a) the representations and warranties set out in Clause 19 (Representations) of the Facilities Agreement are true in all material respects;

(b) no Default is continuing or would result from the execution of this consent and waiver letter (this "Consent Letter");

(c) any default in complying with any of the provisions in this Consent Letter shall be an Event of Default under the Facilities Agreement;

(d) any Security granted by any Obligor remains in full force and effect and that no obligations under such Security will be affected by any amendment or waiver to the Facilities Agreement made pursuant to this Consent Letter; and

(e) without prejudice to our obligations under Clause 17 (Costs and Expenses) of the Facilities Agreement, we agree to reimburse each Finance Party, within five (5) Business Days of demand for all costs and expenses (including agreed legal fees) reasonably incurred by that Finance Party in connection with the preparation, negotiation, printing and execution of this Consent Letter.

(a) Except as specifically referred to in Sections 1 and 2 above, this Consent Letter does not and shall not be deemed to waive, amend, modify, limit or otherwise affect any provision of any Finance Documents. The consent provided for in Consent Letter is without prejudice to, and each Finance Party expressly reserves, all of the rights any Finance Party may now or hereafter have in relation to any circumstances or matter, which rights shall remain in full force and effect. Save as expressly waived by this Consent Letter, the terms and conditions of the Finance Documents shall remain in full force and effect.

(b) This Consent Letter is hereby designated as a “Finance Document” for the purposes of the Facilities Agreement.

(c) This Consent Letter may be signed in counterparts, each of which when duly executed and delivered is an original and all of which together evidence the same Letter.

This Consent Letter shall be governed by, and construed in accordance with, Hong Kong law and the provisions of Clause 39 (Governing law) and 40 (Enforcement) of the Facilities Agreement shall be deemed to be incorporated in this Consent Letter in full, mutatis mutandis, save that references to “this Agreement” shall be construed as references to this Consent Letter.

By execution hereof, the Facility Agent hereby:

(a) consents to the Amendment, subject to the Commitment Letter Amendment being executed and delivered by the PE Investor to Holdco and the conditions set out herein; and

(b) agrees to waive the condition precedent described in Section 2 hereof, subject to the terms set forth in Section 2 hereof.

[The remainder of this Consent Letter has been intentionally left blank]

Please indicate your acceptance of this Consent Letter by countersigning this Consent Letter and returning an original to us.

Sincerely,

Decade Sunshine Limited

(as Borrower)

By:/s/ Jing Lou            
Name: Jing Lou
Title: Director

AGREED AND ACCEPTED BY THE FACILITY AGENT FOR AND ON BEHALF OF THE MAJORITY LENDERS AND THE FINANCE PARTIES:

China CITIC Bank International Limited
(as Facility Agent)

By: /s/ Windy S P Lau                    
Name: Windy S P Lau
Title: Vice President

By: /s/ Frederick Fu                         
Name: Frederick Fu
Title: Executive Deputy General Manager

Exhibit A

Acquisition Agreement Amendment

See attached.

Exhibit B

Commitment Letter Amendment

See attached.

Exhibit 7.11

EXECUTION VERSION

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of April 24, 2013, is by and among Decade Sunshine Limited, a Cayman Islands exempt company with limited liability (“Parent”), Decade Sunshine Merger Sub, a Cayman Islands exempt company with limited liability and a wholly owned subsidiary of Parent (“Merger Sub”), and 3SBio Inc., a Cayman Islands exempt company with limited liability (the “Company”).

WHEREAS, the Parties entered into that certain Agreement and Plan of Merger dated as of February 8, 2013 (the “Merger Agreement”), upon the terms and subject to the conditions of which, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger and becoming a wholly owned subsidiary of Parent as a result of the Merger;

WHEREAS, Section 8.6 of the Merger Agreement provides that the Parties may modify or amend the Merger Agreement at any time prior to the effective time of the Merger, with the approval of the boards of directors of the Parties and, in the case of the Company, with the approval of the Company Board and the Independent Committee in writing;

WHEREAS, each of the Company Board, acting upon the unanimous recommendation of the Independent Committee, and the Independent Committee has (i) determined that it is fair to and in the best interest of the Company and its unaffiliated shareholders, and declared it advisable, to enter into this Amendment and (ii) approved the execution, delivery and performance by the Company of this Amendment;

WHEREAS, the sole director of each of Parent and Merger Sub has (i) approved the execution, delivery and performance by Parent and Merger Sub, as the case may be, of this Amendment and (ii) declared it advisable for Parent and Merger Sub to enter into this Amendment, and Parent, as the sole shareholder of Merger Sub, has approved this Amendment, in each case, upon the terms and subject to the conditions set forth herein;

NOW, THEREFORE, the Parties agree to amend the Merger Agreement as follows:

Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Merger Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Merger Agreement shall, from and after the execution of this Amendment, refer to the Merger Agreement as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Merger Agreement, as amended hereby, shall in all instances continue to refer to February 8, 2013, references to “the date hereof” and “the date of this Agreement” shall continue to refer to February 8, 2013.

Sub-section (b) of Section 2.1 (“Merger Consideration”) is hereby amended and restated as follows:

Each Share, including Shares represented by American Depositary Shares, each representing seven Shares (the "ADSsError! Reference source not found."), issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled in accordance with Section 2.1(c) (Cancellation of Shares) and any Dissenting Shares, collectively, the "Excluded SharesError! Reference source not found."), shall be cancelled in exchange for the right to receive an amount in cash equal to US$2.3857 per Share, without interest (the "Per Share Merger ConsiderationError! Reference source not found."). As each ADS represents seven Shares, each ADS issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares) shall be cancelled in exchange for the right to receive an amount in cash equal to US$16.70 per ADS, without interest (the "Per ADS Merger ConsiderationError! Reference source not found." and collectively with the Per Share Merger Consideration, the "Merger ConsiderationError! Reference source not found."), pursuant to the terms and conditions set forth in the deposit agreement dated February 5, 2007, by and between the Company and JPMorgan Chase Bank, N.A. (the "DepositaryError! Reference source not found."), as amended by Agreement No.1 to Letter Agreement dated February 4, 2008 (the "Deposit AgreementError! Reference source not found."). As of the Effective Time, all of the Shares, including Shares represented by ADSs, shall no longer be outstanding and shall automatically be cancelled and shall cease to exist and the register of members of the Company will be amended accordingly. Each Share, including each Share represented by ADSs (other than the Excluded Shares) shall thereafter represent only the right to receive the Merger Consideration without interest and any Dissenting Shares shall thereafter represent only the right to receive the applicable payments set forth in Section 2.3(f) (Dissenting Shares).

Sub-sections (b)(i) and (ii) of Section 4.9 (“Financing”) are hereby amended and restated as follows:

(i) an executed facility agreement, dated as of February 8, 2013, together with an executed consent and waiver under Facilities Agreement dated February 8, 2013, dated as of April 24, 2013 (collectively, the "Debt Financing DocumentError! Reference source not found."), between, among others, Parent, as borrower, China CITIC Bank International Limited, as one of the lenders, lead arranger, facility agent and security agent, and each lender from time to time party thereto (together with China CITIC Bank International Limited, the "LendersError! Reference source not found."), regarding the amounts set forth therein for purposes of financing the Merger and the other transactions contemplated by this Agreement and related fees and expenses (the "Debt FinancingError! Reference source not found."), and (ii) an executed equity commitment letter from CPEChina Fund L.P., dated as of February 8, 2013 (as amended by the amendment to the equity commitment letter dated April 24, 2013, the "Equity Financing Document", and together with the Debt Financing Document, the "Financing Documents"), pursuant to which CPEChina Fund L.P. has agreed, subject to the terms and conditions thereof, to provide the convertible and exchangeable debt financing amounts set forth therein (the "Equity Financing", and together with the Debt Financing, the "Financing"),

2

Sub-section (c)(i) of Section 6.14 (“Financing”) is hereby amended and restated as follows:

The Company shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done (in each case, subject to applicable Law), all things necessary to ensure that, at the Closing, the aggregate amount of Available Company Cash shall equal or exceed the Required Available Cash Amount (the “Available Company Cash FinancingError! Reference source not found.”). The Parties shall use their reasonable best efforts to cooperate with each other with respect to the Available Company Cash Financing and shall keep each other reasonably informed on a reasonably current basis of the status of the Available Company Cash Financing. For purposes of this Agreement, “Available Company CashError! Reference source not found.” means cash of the Company in US dollars in a US dollar denominated bank account of the Company opened at a bank outside the PRC, net of issued but uncleared checks and drafts, available free of any Liens at the Closing for use by Parent and Merger Sub as a source of funds to pay the aggregate Merger Consideration and the fees and expenses payable by them in connection with the Merger and the other transactions contemplated by this Agreement, and "Required Available Cash AmountError! Reference source not found." means US$83.9 million.

Sub-section (f) of Section 7.2 is hereby amended and restated as follows:

The aggregate amount of (i) the Available Company Cash contemplated by Section 6.14(c)(i) and (ii) the Company Cash Backup Financing arranged by Parent contemplated by Section 6.14(c)(ii) shall be at least US$82.9 million as of the Closing Date.

The Parties agree that all other provisions of the Merger Agreement shall, subject to the amendments in Section 2 of this Amendment, continue unamended, in full force and effect and constitute legal and binding obligations of the Parties. This Amendment forms an integral and inseparable part of the Merger Agreement.

3

The Company represents and warrants that (i) it has the corporate power and authority to execute and deliver this Amendment; (ii) the execution, delivery and performance by the Company of this Amendment have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings other than those previously taken or conducted on the part of the Company are necessary to approve and authorize this Amendment; and (iii) each of the Company Board, acting upon the unanimous recommendation of the Independent Committee, and the Independent Committee has determined that it is fair to and in the best interest of the Company and its unaffiliated shareholders, and declared it advisable, to enter into this Amendment and approved the execution, delivery and performance by the Company of this Amendment.

Parent and Merger Sub represent and warrant that (i) each of Parent and Merger Sub has the corporate power and authority to execute and deliver this Amendment; (ii) the execution, delivery and performance by Parent and Merger Sub of this Amendment have been duly and validly authorized by all necessary corporate action on the part of each of Parent and Merger Sub; and (iii) no other corporate proceedings (including no shareholder action) other than those previously taken or conducted on the part of Parent and Merger Sub, as applicable, are necessary to approve and authorize this Amendment.

The provisions of Article IX (Miscellaneous) of the Merger Agreement shall apply mutatis mutandis to this Amendment, and to the Merger Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified by this Amendment.

[SIGNATURE PAGE FOLLOWS]

4

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized representatives of the Parties (as applicable) as of the date first written above.

DECADE SUNSHINE LIMITED

By: /s/ Jing Lou                                  
Name: Jing Lou
Title: Director

DECADE SUNSHINE MERGER SUB

By: /s/ Jing Lou                                  
Name: Jing Lou
Title: Director

3SBIO INC.

By: /s/ Tianruo (Robert) Pu              
Name: Tianruo (Robert) Pu
Title: Director and Chairman of the Independent Committee

[Signature Page to Amendment No. 1 to Merger Agreement]

Exhibit 7.12

CPEChina Fund, L.P.
c/o CITIC PE Advisors (Hong Kong) Limited
Suite 606, 6/F,
One Pacific Place
88 Queensway
Hong Kong

April 24, 2013

Century Sunshine Limited
No. 3 A1, Road 10
Econ. & Tech. Development Zone
Shenyang 110027, P.R. China

Re: Amendment to Commitment Letter dated February 8, 2013

Ladies and Gentlemen:

We refer to the Commitment Letter dated February 8, 2013 (the "Commitment Letter"), by and between CPEChina Fund, L.P. (the "Investor") and Century Sunshine Limited ("Holdco"). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Commitment Letter.

It is contemplated that Parent, Merger Sub and the Company will enter into an amendment to the Merger Agreement to increase the Merger Consideration (as such term is defined under the Merger Agreement). The Investor intends to commit to provide part of the funding for such increase in the Merger Consideration through an increase in purchase price of convertible and exchangeable notes of Holdco which the Investor intends to purchase from Holdco (the "Additional Commitment"). Accordingly, the Investor and Holdco are entering into this amendment to the Commitment Letter (this "Amendment") to reflect the Additional Commitment.

1. Amendment to the Commitment. The Investor and Holdco hereby agree that the number "US$133 million", being the Commitment under Section 1 of the Commitment Letter, shall be deleted and replaced with the number "US$154.40 million".

2. No further amendment. The Investor and Holdco agree that all other provisions of the Commitment Letter shall, subject to the amendments in Section 1 of this Amendment, continue unamended, remain in full force and effect and constitute legal and binding obligations of the Investor and Holdco. This Amendment forms an integral and inseparable part of the Commitment Letter.

3. Warranties. The Investor represents and warrants with respect to itself to Holdco that: (a) it has all requisite corporate or similar power and authority to execute, deliver and perform this Amendment and (b) the execution, delivery and performance of this Amendment by the Investor have been duly and validly authorized and approved by all necessary corporate or other organization action by it.

4. Miscellaneous Terms. The provisions of Sections 4, 8, 9 and 14 of the Commitment Letter shall apply mutatis mutandis to this Amendment, and to the Commitment Letter as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified by this Amendment.

[Remainder of page intentionally left blank; signature page follows]

Very truly yours,

CPEChina Fund, L.P.
By: CITIC PE ASSOCIATES, L.P., as general
partner
By: CITIC PE Funds Limited, as general
partner

By: /s/ Chan Ching Nar Cindy
Name: Chan Ching Nar Cindy
Title: Director

Agreed to and acknowledged
as of the date first written above

Century Sunshine Limited

By: /s/  Jing Lou
Name: Dr. Jing Lou
Title: Director

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