3SBio Inc. — AGM Information 2005

May 3, 2005

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this document or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Hongkong Chinese Limited, you should at once hand this document and the accompanying form of proxy to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this document, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

HONGKONG CHINESE LIMITED 香港華人有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 655)

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, PROPOSED AMENDMENTS TO THE BYE-LAWS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Hongkong Chinese Limited to be held at Granville Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 3rd June, 2005 at 11:00 a.m. is set out on pages 11 to 15 of this document.

Whether or not you are able or intend to attend such meeting, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding such meeting, or any adjournment thereof, to the principal place of business of Hongkong Chinese Limited at 24th Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting thereof should you so wish.

29th April, 2005

* For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Chairman
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
General mandates to issue and repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed amendments to the Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Particulars concerning Directors seeking re-election at the AGM . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

DEFINITIONS

In this document, the following expressions shall have the following meanings, unless the context otherwise requires:

• “AGM”

the annual general meeting of the Company to be held at Granville Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 3rd June, 2005 at 11:00 a.m., notice of which is set out on pages 11 to 15 of this document and any adjournment thereof

• “Board”

the board of Directors

• “Bye-law(s)”

the bye-law(s) of the Company

• “Company” Hongkong Chinese Limited (香港華人有限公司 *), a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Stock Exchange

• “Director(s)” the director(s) of the Company from time to time

• “HK$”

• Hong Kong dollar, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date”

• 26th April, 2005, being the latest practicable date prior to the printing of this document for ascertaining certain information contained therein

• “Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

• “Notice”

the notice convening the AGM as set out on pages 11 to 15 of this document

• “Share(s)”

• share(s) of HK$1.00 each in the capital of the Company

• “Shareholder(s)”

holder(s) of Shares

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

“Takeovers Code” the Hong Kong Code on Takeovers and Mergers

* For identification purpose only

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LETTER FROM THE CHAIRMAN

HONGKONG CHINESE LIMITED 香港華人有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 655)

Non-executive Directors: Dr. Mochtar Riady (Chairman) Mr. Leon Chan Nim Leung

Executive Directors: Mr. Stephen Riady Mr. John Lee Luen Wai, J.P. Mr. Jesse Leung Nai Chau Mr. Kor Kee Yee

Independent non-executive Directors: Mr. Albert Saychuan Cheok Mr. Victor Yung Ha Kuk Mr. Tsui King Fai

Registered Office: Clarendon House Church Street Hamilton HM 11 Bermuda

Principal Place of Business: 24th Floor Tower One Lippo Centre 89 Queensway Hong Kong

29th April, 2005

To the Shareholders

Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, PROPOSED AMENDMENTS TO THE BYE-LAWS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this document is to provide Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolutions mentioned herein which will be dealt with at the AGM to be held at Granville Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 3rd June, 2005 at 11:00 a.m.. This document contains information concerning the proposed general mandates to repurchase Shares and the proposed amendments to the Bye-laws which are required to be sent to Shareholders under the Listing Rules.

* For identification purpose only

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LETTER FROM THE CHAIRMAN

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

Ordinary resolutions will be proposed at the AGM relating to general mandates:

• (i) authorising the Directors to allot, issue and otherwise deal with additional Shares (and securities convertible into Shares) with an aggregate nominal amount not exceeding 20 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the resolution;

• (ii) authorising the Directors to repurchase Shares with an aggregate nominal amount not exceeding 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the resolution; and

• (iii) authorising the addition to the mandate to issue new Shares (referred to at (i) above) those Shares repurchased by the Company pursuant to the repurchase mandate (referred to at (ii) above).

In accordance with the Listing Rules, and in particular the rules regulating repurchase of securities on the Stock Exchange, the Company is required to send to Shareholders an explanatory statement containing information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its Shares. This explanatory statement is set out below.

EXPLANATORY STATEMENT

At the AGM, an ordinary resolution will be proposed which, if passed, will give the Directors a general and unconditional mandate to exercise all powers of the Company to repurchase issued Shares subject to the criteria set out in this document. In particular, Shareholders should note that the maximum number of Shares that may be repurchased pursuant to the mandate must not exceed such number of Shares representing 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution.

1. Share capital

For your information, as at the Latest Practicable Date, there were in issue an aggregate of 1,346,829,094 Shares. On the basis of this figure and assuming no further Shares are issued or repurchased prior to the AGM, not more than 134,682,909 Shares (representing approximately 10 per cent. of the total number of Shares in issue) may be repurchased on the Stock Exchange.

2. Reasons for repurchases

While it is not possible to anticipate in advance any specific circumstances in which the Directors might think it appropriate to repurchase Shares, the Directors believe that an ability to do so would give the Company additional flexibility that would be beneficial to

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LETTER FROM THE CHAIRMAN

the Company. The repurchases may, depending on market conditions and funding arrangements of the Company at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. Shareholders can be assured that the Directors would only make such repurchases in circumstances where they consider them to be in the best interests of the Company.

3. Funding of repurchase

The Company is empowered by its Memorandum of Association and Bye-laws to repurchase its Shares. Repurchases of Shares must be funded out of funds legally available for the purpose in accordance with the Company’s Bye-laws and the laws of Bermuda. The Companies Act 1981 of Bermuda (the “Companies Act”) provides that the amount of capital paid in connection with a share repurchase may only be paid out of the capital paid up on the relevant shares, or the funds of the Company which would otherwise be available for dividend or distribution or the proceeds of a fresh issue of shares made for the purpose. The amount of premium payable on repurchase may only be paid out of either the funds of the Company which would otherwise be available for dividend or distribution or out of the share premium account of the Company. The Companies Act further provides that such repurchase may only be made if on the effective date of purchase, there are no reasonable grounds for believing that the Company is, and after the purchase would be, unable to pay its debts as they fall due.

On the basis of the consolidated financial position of the Company as at 31st December, 2004 (being the date to which the latest published audited financial statements of the Company have been made up) and in particular the working capital position of the Company at that time and the number of Shares now in issue, the Directors consider that there might be a material adverse impact on the working capital or gearing position of the Company in the event that the proposed repurchases were to be carried out in full at any time during the proposed repurchase period.

However, no repurchases would be made in circumstances that would have a material adverse impact on the working capital or gearing position of the Company (as compared with the financial position as at 31st December, 2004) unless the Directors believe that such repurchases are in the best interests of the Company.

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LETTER FROM THE CHAIRMAN

4. Share prices

During each of the twelve months immediately preceding the Latest Practicable Date, the highest and lowest prices at which the Shares have traded on the Stock Exchange were as follows:

	Highest	Lowest
	HK$	HK$
April 2004	1.150	0.990
May 2004	1.030	0.850
June 2004	1.030	0.900
July 2004	0.970	0.910
August 2004	0.980	0.910
September 2004	1.030	0.900
October 2004	0.970	0.910
November 2004	1.180	0.920
December 2004	2.125	0.980
January 2005	1.790	1.160
February 2005	1.370	1.130
March 2005	1.260	1.130

5. Disclosure of Interests

The Directors have undertaken to the Stock Exchange that they will exercise the power of the Company to make repurchases pursuant to the proposed resolution in accordance with the Listing Rules and all applicable laws of Bermuda, the jurisdiction in which the Company was incorporated, and in accordance with the regulations set out in the Memorandum of Association and Bye-laws of the Company.

If, as a result of a share repurchases by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code and, if such increase results in a change in control, may in certain circumstances give rise to an obligation to make a general offer for Shares under Rule 26 of the Takeovers Code.

The Directors are not aware of any consequence which would arise under the Takeovers Code as a consequence of any purchases by the Company of its Shares.

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their respective associates (as defined in the Listing Rules), presently intend to sell any Shares to the Company or its subsidiaries in the event that the grant to the Directors of a repurchase mandate is approved by Shareholders.

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LETTER FROM THE CHAIRMAN

No other connected persons (as defined in the Listing Rules) have notified the Company that they have any present intention to sell any Shares, or that they have undertaken not to sell any Shares held by them to the Company in the event that the Company is authorised to make purchases of Shares.

6. Share purchases made by the Company

The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the date of this statement.

PROPOSED AMENDMENTS TO THE BYE-LAWS

The Stock Exchange has recently amended the Listing Rules for the purpose of implementing the Code on Corporate Governance Practices (the “Code”). The Code, which is contained in Appendix 14 of the Listing Rules, came into effect on 1st January, 2005.

Paragraph E.2.1 of the Code provides, inter alia, that the chairman of the general meetings of a listed issuer must demand a poll in the general meetings of the listed issuer whenever voting by way of a poll is required under the Listing Rules. In order to bring the Bye-laws in line with the Code, a special resolution will be proposed at the AGM that Bye-law 66 of the Bye-laws be amended to provide that the chairman must demand a poll in certain circumstances when a poll is required by the Listing Rules.

Paragraph A.4.2 of the Code provides, inter alia, that every director of a listed issuer, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years. In order to bring the Bye-laws in line with the Code, a special resolution will be proposed at the AGM that Bye-law 87(1) of the Bye-laws be amended to provide that every director of the Company shall be subject to retirement by rotation at least once every three years.

Full details of the proposed amendments to the Bye-laws are set out in the resolutions contained in the AGM Notice on pages 11 to 15 of this document.

ANNUAL GENERAL MEETING

The Notice convening the AGM is set out on pages 11 to 15 of this document. A form of proxy for use at the AGM is enclosed. Whether or not you are able or intend to attend the meeting in person, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s principal place of business at 24th Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish.

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LETTER FROM THE CHAIRMAN

PARTICULARS CONCERNING DIRECTORS SEEKING RE-ELECTION AT THE AGM

In accordance with Bye-law 86(2) of the Bye-laws, Mr. Victor Yung Ha Kuk and Mr. Tsui King Fai will retire from office at the AGM and, being eligible, will offer themselves for re-election.

In accordance with Bye-law 87 of the Bye-laws, Mr. Albert Saychuan Cheok and Mr. Leon Chan Nim Leung will retire from office by rotation at the AGM and, being eligible, will offer themselves for re-election.

Details of the Directors proposed to be re-elected at the AGM are as follows:

Mr. Victor Yung Ha Kuk

Mr. Victor Yung Ha Kuk, aged 51, was appointed an independent non-executive Director and a member of the audit committee of the Company on 30th September, 2004. He has also been appointed as an independent non-executive director of Lippo Limited (“Lippo”), Lippo China Resources Limited (“LCR”) and The Hong Kong Building and Loan Agency Limited (“HKBLA”), which are all listed on the Stock Exchange, with effect from 30th September, 2004. Lippo is the holding company of LCR which in turn is the holding company of each of the Company and HKBLA.

Mr. Yung is a professional accountant with over 30 years of working experience in the financial and accounting fields, and has served in management positions in various multinational companies in Hong Kong, Mainland China, Taiwan and Singapore. He has also sat on the board of North 22 Technology Services Group Limited (listed in Singapore) from 2000 to 2002, as independent director and member of the audit committee. He is an independent non-executive director of Wanji Pharmaceutical Holdings Limited (listed in Hong Kong). He was appointed a member of the listings sub-committee of the Stock Exchange of Singapore from 1998 to 1999. Mr. Yung is a member of the Hong Kong Institute of Certified Public Accountants, the Institute of Certified Public Accountants of Singapore and the Association of Chartered Certified Accountants of the United Kingdom.

Other than the relationship arising from his directorships in the Company, HKBLA, LCR and Lippo, Mr. Yung does not have any relationship with any other Director, senior management, substantial shareholder (as defined in the Listing Rules), or controlling shareholder (as defined in the Listing Rules) of the Company.

As at the Latest Practicable Date, Mr. Yung was not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the Securities and Futures Ordinance (“SFO”).

Mr. Yung was appointed pursuant to a letter of appointment issued by the Company on 27th September, 2004 for a term of two years, which will be terminable by either party by giving not less than three months’ prior written notice or in accordance with the provisions of the Bye-laws. Mr. Yung is also subject to retirement

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LETTER FROM THE CHAIRMAN

by rotation and re-election at the Company’s annual general meetings in accordance with the Bye-laws. The amount of director’s fee payable by the Company to Mr. Yung is HK$80,000 per annum, which is determined by reference to the prevailing market rate for independent non-executive directors of listed companies in Hong Kong. For the year ended 31st December, 2004, Mr. Yung received a director’s fee of HK$20,384 from the Company.

Mr. Tsui King Fai

Mr. Tsui King Fai, aged 55, was appointed an independent non-executive Director and a member of the audit committee of the Company on 30th September, 2004. He has also been appointed as an independent non-executive director of Lippo, LCR and HKBLA, which are all listed on the Stock Exchange, with effect from 30th September, 2004. Lippo is the holding company of LCR which in turn is the holding company of each of the Company and HKBLA. Mr. Tsui has also been appointed as an independent non-executive director of AcrossAsia Limited (“AAL”), a fellow subsidiary of the Company, which is listed on the Growth Enterprise Market of the Stock Exchange, with effect from 30th September, 2004.

Mr. Tsui is the managing director of a financial services company in Hong Kong. He has extensive experience in finance, management and investment management, particularly in investments in Mainland China. He worked for two leading audit firms in the United States of America and Hong Kong and served in various public listed companies in Hong Kong in a senior capacity. He graduated from the University of Houston, Texas, the United States of America and holds a Master of Science in Accounting degree and a Bachelor of Business Administration degree with first class honours. Mr. Tsui is a Fellow of the Hong Kong Institute of Certified Public Accountants, a member of the Institute of Chartered Accountants in Australia and a member of the American Institute of Certified Public Accountants. He is also a member of the finance committee of the Construction Industry Training Authority in Hong Kong.

Other than the relationship arising from his directorships in the Company, HKBLA, LCR, Lippo and AAL, Mr. Tsui does not have any relationship with any other Director, senior management, substantial shareholder (as defined in the Listing Rules), or controlling shareholder (as defined in the Listing Rules) of the Company.

As at the Latest Practicable Date, the spouse of Mr. Tsui was interested in 50,000 ordinary shares of HK$1.00 each in the Company, representing approximately 0.004 per cent. of the issued share capital of the Company. Save as disclosed herein, Mr. Tsui was not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the SFO.

Mr. Tsui was appointed pursuant to a letter of appointment issued by the Company on 27th September, 2004 for a term of two years, which will be terminable by either party by giving not less than three months’ prior written notice or in accordance with the provisions of the Bye-laws. Mr. Tsui is also subject to retirement

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LETTER FROM THE CHAIRMAN

by rotation and re-election at the Company’s annual general meetings in accordance with the Bye-laws. The amount of director’s fee payable by the Company to Mr. Tsui is HK$80,000 per annum, which is determined by reference to the prevailing market rate for independent non-executive directors of listed companies in Hong Kong. For the year ended 31st December, 2004, Mr. Tsui received a director’s fee of HK$20,384 from the Company.

Mr. Albert Saychuan Cheok

Mr. Albert Saychuan Cheok, aged 54, was appointed an independent nonexecutive Director of the Company on 17th January, 2002. He is also a member of the audit committee of the Company. Mr. Cheok graduated from the University of Adelaide, Australia, with a First Class Honours degree in Economics. He is a banker with 30 years of experience in banking in the Asia-Pacific region, particularly in Australia, Hong Kong, Thailand and Malaysia. Mr. Cheok currently is the Chairman of Bangkok Bank Berhad in Malaysia.

Other than the relationship arising from his directorship in the Company, Mr. Cheok does not have any relationship with any other Director, senior management, substantial shareholder (as defined in the Listing Rules), or controlling shareholder (as defined in the Listing Rules) of the Company.

As at the Latest Practicable Date, Mr. Cheok was not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the SFO.

Mr. Cheok does not have any service contract with the Company or any of its subsidiaries. He is subject to retirement by rotation and re-election at the Company’s annual general meetings in accordance with the Bye-laws. For the year ended 31st December, 2004, Mr. Cheok received a director’s fee of HK$120,000 from the Company and emolument of HK$19,417 from a subsidiary of the Company which are determined by reference to the market terms and his duties and responsibilities in these companies.

Mr. Leon Chan Nim Leung

Mr. Leon Chan Nim Leung, aged 49, was appointed a Director of the Company on 16th September, 1992 and was re-designated from independent non-executive Director to non-executive Director of the Company on 30th September, 2004. He is also a member of the audit committee of the Company. Mr. Chan has also been appointed as independent non-executive director of each of Lippo, LCR and HKBLA, which are all listed on the Stock Exchange, since 23rd May, 1997, 23rd May, 1997 and 15th December, 1994 respectively, and was re-designated from independent non-executive director to non-executive director of each of these companies on 30th September, 2004. Lippo is the holding company of LCR which in turn is the holding company of each of the Company and HKBLA. Mr. Chan has also been appointed as an independent non-executive director of Auric Pacific Group Limited (“Auric”), a fellow subsidiary of the Company, which is listed on Singapore Exchange Securities

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LETTER FROM THE CHAIRMAN

Trading Limited, since 16th August, 2002. Mr. Chan has also been appointed as an independent non-executive director of Dah Hwa International (Holdings) Limited, which is listed on the Stock Exchange, since 22nd April, 2004.

Mr. Chan is a practising lawyer and presently the principal partner of Messrs. Y.T. Chan & Co.. He was admitted as a solicitor of the Supreme Court of Hong Kong in 1980 and is a member of the Solicitors Disciplinary Tribunal. Mr. Chan was also admitted as a solicitor in England in 1984 and in Victoria, Australia in 1985.

Other than the relationship arising from his directorships in the Company, HKBLA, LCR, Lippo and Auric, Mr. Chan does not have any relationship with any other Director, senior management, substantial shareholder (as defined in the Listing Rules), or controlling shareholder (as defined in the Listing Rules) of the Company.

As at the Latest Practicable Date, Mr. Chan was not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the SFO.

Mr. Chan does not have any service contract with the Company or any of its subsidiaries. He is subject to retirement by rotation and re-election at the Company’s annual general meetings in accordance with the Bye-laws. For the year ended 31st December, 2004, Mr. Chan received a director’s fee of HK$150,000 from the Company and emolument of HK$19,417 from a subsidiary of the Company which are determined by reference to the market terms and his duties and responsibilities in these companies.

RECOMMENDATION

The Board considers that the proposed renewal of the general mandates to issue and repurchase Shares and the proposed amendments to the Bye-laws are in the best interests of the Company and the Shareholders, and accordingly recommends that the Shareholders vote in favour of the resolutions to be proposed at the AGM.

Yours faithfully, Mochtar Riady Chairman

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NOTICE OF ANNUAL GENERAL MEETING

HONGKONG CHINESE LIMITED 香港華人有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 655)

NOTICE IS HEREBY GIVEN that an Annual General Meeting of Hongkong Chinese Limited (the “Company”) will be held at Granville Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 3rd June, 2005 at 11:00 a.m. for the following purposes:

Ordinary Business

1. To receive and adopt the audited Financial Statements of the Company and the Reports of the Directors and the Auditors for the year ended 31st December, 2004.

2. To consider and declare a final distribution for the year ended 31st December, 2004.

3. To consider the re-election of the retiring Directors and to authorise the Board of Directors to fix the Directors’ remuneration.

4. To consider the re-appointment of Ernst & Young as Auditors of the Company and to authorise the Board of Directors to fix their remuneration.

Special Business

To consider and, if thought fit, pass the following as Ordinary Resolutions:

1. A. “ THAT:

2. (a) subject to paragraph (c) of this resolution, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for shares, which might require the exercise of such powers be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors of the Company and shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options, including warrants to subscribe for shares, which might require the exercise of such powers after the end of the Relevant Period;

* For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to paragraph (a) above, otherwise than pursuant to a Rights Issue (as hereinafter defined); or on the exercise of any options granted under the share option scheme of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the Bye-laws of the Company to be held; or

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to holders of shares whose names appear on the Register of Members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

B. “ THAT :

• (a) subject to paragraph (b) of this resolution, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) , or any other stock exchange on which the shares of the Company are or may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the aggregate nominal amount of shares of the Company which may be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and

• (c) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the Bye-laws of the Company to be held; or

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

• C. “ THAT conditional on the passing of the resolution set out in paragraph 5B of the notice convening this meeting, the general mandate granted to the Directors of the Company and for the time being in force to exercise the powers of the Company to allot, issue and deal with additional shares pursuant to the resolution set out in paragraph 5A of the notice convening this meeting be and is hereby extended by the addition of the aggregate nominal amount of the share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to the resolution set out in paragraph 5B of the notice convening this meeting, provided that such extended amount shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution.”

To consider and, if thought fit, pass the following as Special Resolutions:

1. “ THAT the existing Bye-law 66 of the Bye-laws of the Company be amended by inserting the words “voting by way of a poll is required by the rules of the Designated Stock Exchange or” after the words “decided on a show of hands unless” in the third sentence of Bye-law 66.”

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NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT the existing Bye-law 87(1) of the Bye-laws of the Company be deleted and replaced in its entirety with the following new Bye-law 87(1):

2. ‘87(1).At each annual general meeting, one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not greater than one-third) shall retire from office by rotation. In addition, there shall also be required to retire by rotation any Director who at an annual general meeting shall have been a Director at each of the preceding two annual general meetings and who was not elected or re-elected at either such annual general meeting and who has not otherwise ceased to be a Director (either by resignation, retirement, removal or otherwise) and been re-elected by a general meeting at or since either such annual general meeting, notwithstanding any other provisions in the Bye-laws and/or that the total number of Directors to retire at the relevant annual general meeting would as a result exceed one-third of the Directors for the time being.’”

By Order of the Board Andrew Hau Secretary

Hong Kong, 29th April, 2005

Registered Office:

Clarendon House Church Street Hamilton HM 11 Bermuda

Principal Place of Business:

24th Floor Tower One Lippo Centre 89 Queensway Hong Kong

Notes:

1. A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote in his stead in accordance with the Bye-laws of the Company. A proxy need not be a member of the Company.

2. To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the principal place of business of the Company at 24th Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting (or any adjournment thereof). Completion and return of the form of proxy will not preclude a member from attending and voting in person at the Annual General Meeting or any adjourned meeting thereof should he so wishes.

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NOTICE OF ANNUAL GENERAL MEETING

1. In accordance with Bye-law 66 of the Company’s Bye-laws, other than the chairman of the meeting, the following categories of members may demand that the vote in respect of any resolution to be put to the general meeting should be taken on a poll:

2. (a) at least three members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

3. (b) any member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

4. (c) any member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

5. The Register of Members of the Company will be closed from Friday, 3rd June, 2005 to Friday, 10th June, 2005 (both dates inclusive) during which period no transfer of shares will be registered. In order to qualify for the proposed final distribution to be approved at the meeting, all transfers of shares accompanied by the relevant share certificates and transfer forms must be lodged with Tengis Limited, the Company’s Branch Share Registrars in Hong Kong, at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 2nd June, 2005.

6. The Memorandum of Association and Bye-laws of the Company are written in English. There is no official Chinese translation in respect thereof. Therefore, the Chinese version of the Resolutions No. 6 and 7 on amendments to the Bye-laws of the Company as set out above is a translation for reference only. Should there be any discrepancies between the English and Chinese versions, the English version shall prevail.

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