3SBio Inc. — AGM Information 2006

May 9, 2006

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 licensed securities dealer, other licensed corporation, 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, licensed securities dealer 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

�

(Incorporated in Bermuda with limited liability)

(Stock Code: 655)

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, PROPOSED AMENDMENTS TO THE BYE-LAWS, RE-ELECTION OF RETIRING DIRECTORS 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, 9th June, 2006 at 9:30 a.m. is set out on pages 11 to 16 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.

• For identification purpose only

28th April, 2006

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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Particulars concerning Directors seeking re-election at the AGM. . . . . . . . . . . .	8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

DEFINITIONS

In this document, the following terms and 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, 9th June, 2006 at 9:30 a.m., notice of which is set out on pages 11 to 16 of this document and any adjournment thereof

• “Board” the board of the Directors

“Bye-law(s)” the bye-law(s) of the Company � “Company” Hongkong Chinese Limited ( ), 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 “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” 25th April, 2006, 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

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

• “Notice” the notice convening the AGM as set out on pages 11 to 16 of this document

• “Share(s)” ordinary share(s) of HK$1.00 each in the issued share capital of the Company

• “Shareholder(s)” holder(s) of the Share(s)

• “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

�

(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 (Chief Executive Officer) Mr. John Lee Luen Wai, J.P. 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

28th April, 2006

To the Shareholders

Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, PROPOSED AMENDMENTS TO THE BYE-LAWS, RE-ELECTION OF RETIRING DIRECTORS 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, 9th June, 2006 at 9:30 a.m. This document contains information concerning the proposed general mandates to issue and 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 of 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 of 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 of 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.

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LETTER FROM THE CHAIRMAN

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 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, 2005 (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, 2005) 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 2005	1.27	1.10
May 2005	1.15	1.06
June 2005	1.12	1.03
July 2005	1.04	0.90
August 2005	1.12	0.99
September 2005	1.03	0.98
October 2005	1.00	0.86
November 2005	0.92	0.87
December 2005	0.95	0.90
January 2006	0.99	0.90
February 2006	1.10	0.92
March 2006	1.15	0.98

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 repurchase 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.

No connected persons (as defined in the Listing Rules) of the Company 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.

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LETTER FROM THE CHAIRMAN

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

Paragraph A.4.2 of the Code on Corporate Governance Practices (the “Code”) contained in Appendix 14 of the Listing Rules provides, inter alia, that all directors of a listed issuer appointed to fill a casual vacancy should be subject to election by shareholders at the first general meeting after their appointment. In order to bring the Bye-laws in line with the Code, special resolutions will be proposed at the AGM that the Bye-laws be amended to provide, inter alia, that all directors of the Company appointed to fill a casual vacancy shall be subject to election by shareholders at the first general meeting after their appointment. The Board also proposes, inter alia, that the Bye-laws be amended to provide that the ordinary remuneration of the Directors shall from time to time be determined by the Board. Details relating to the proposed amendments to the Bye-laws are set out as follows:

1. Bye-law 61(1)

The Bye-law 61(1) be amended by:

• (i) deleting the following sentence:

“All business shall be deemed special that is transacted at a special general meeting, and also all business that is transacted at an annual general meeting, with the exception of sanctioning dividends, the reading, considering and adopting of the accounts and balance sheet and the reports of the Directors and Auditors and other documents required to be annexed to the balance sheet, the election of Directors and appointment of Auditors and other officers in the place of those retiring, the fixing of the remuneration of the Auditors, and the voting of remuneration or extra remuneration to the Directors.”; and

• (ii) replacing therewith the following sentence:

“All business shall be deemed special that is transacted at a special general meeting, and also all business that is transacted at an annual general meeting, with the exception of sanctioning dividends, the reading, considering and adopting of the accounts and balance sheet and the reports of the Directors and Auditors and other documents required to be annexed to the balance sheet, the election of Directors and appointment of Auditors and other officers in the place of those retiring and the fixing of the remuneration of the Auditors.”

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LETTER FROM THE CHAIRMAN

2. Bye-law 86(2)

The Bye-law 86(2) be amended by:

• (i) deleting the following sentence in the middle of Bye-law 86(2):

“Any Director so appointed by the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting.”; and

• (ii) replacing therewith the following sentence:

“Any Director so appointed by the Board shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the Board), and shall then be eligible for re-election at that meeting.”

3. Bye-law 96

The Bye-law 96 be amended by:

• (i) deleting the following sentence at the beginning of Bye-law 96:

“The ordinary remuneration of the Directors shall from time to time be determined by the Company in general meeting and shall (unless otherwise directed by the resolution by which it is voted) be divided amongst the Board in such proportions and in such manner as the Board may agree or, failing agreement, equally, except that any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for a proportion of remuneration related to the period during which he has held office.”; and

• (ii) replacing therewith the following sentence:

“The ordinary remuneration of the Directors shall from time to time be determined by the Board and shall (unless otherwise directed by the resolution by which it is voted) be divided amongst the Board in such proportions and in such manner as the Board may agree or, failing agreement, equally, except that any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for a proportion of remuneration related to the period during which he has held office.”

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 16 of this document.

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LETTER FROM THE CHAIRMAN

ANNUAL GENERAL MEETING

The Notice convening the AGM is set out on pages 11 to 16 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 or any adjourned meeting thereof should you so wish.

PARTICULARS CONCERNING DIRECTORS SEEKING RE-ELECTION AT THE AGM

In accordance with Bye-law 87 of the Bye-laws, Dr. Mochtar Riady and Mr. Kor Kee Yee 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:

Dr. Mochtar Riady

Dr. Mochtar Riady (also known as Dr. Lee Man Tjin), aged 76, is the founder and the Chairman of the group of companies controlled by the Riady family. He was appointed a Director of the Company on 1st September, 1992 and is the Chairman of the Company. He is also the Honorary Chairman of Lippo China Resources Limited, the holding company of the Company and listed on the Stock Exchange, and a director of Lippo Cayman Limited (“Lippo Cayman”) and Lippo Capital Limited. Dr. Riady has over 30 years’ banking and financial institution experience in Indonesia, Hong Kong, Singapore, Taiwan and the United States of America. Save as disclosed herein, Dr. Riady did not hold any other directorships in listed public companies in the last three years.

As at the Latest Practicable Date, Lippo Cayman was indirectly interested in 973,240,440 Shares, representing approximately 72.26 per cent. of the issued share capital of the Company. Lippo Cayman is wholly owned by Lanius Limited, the trustee of a discretionary trust of which Dr. Mochtar Riady is the founder and a beneficiary. Accordingly, Dr. Riady together with his spouse, Madam Lidya Suryawaty, were deemed to be interested in 973,240,440 Shares, representing approximately 72.26 per cent. of the issued share capital of the Company within the meaning of Part XV of the Securities and Futures Ordinance (the “SFO”). Further information about the deemed interest of Dr. Riady in the Company is disclosed in the section headed “Directors’ and chief executive’s interests and short positions in shares, underlying shares and debentures of the Company and associated corporations” in the Report of the Directors of the Annual Report of the Company for the year ended 31st December, 2005 (the “Report of the Directors”). Dr. Riady is the father of Mr. Stephen Riady, a Director and the Chief Executive Officer of the Company. Save as disclosed herein and in the Report of the Directors, as at the Latest Practicable Date, Dr. Mochtar Riady did not have any relationship with any Director, senior management, substantial or controlling shareholder of the Company.

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LETTER FROM THE CHAIRMAN

Dr. Riady has entered into a letter agreement with the Company for appointment as director 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. Dr. Riady is also subject to retirement by rotation and re-election at the Company’s annual general meetings in accordance with the Bye-laws. Dr. Riady is entitled to a director’s fee of HK$120,000 per annum which is based on the term of his agreement of appointment with the Company. Dr. Riady has not received any emoluments from the Company for the year ended 31st December, 2005.

Furthermore, Dr. Mochtar Riady did not have any matter that was required to be disclosed pursuant to paragraphs (h) to (v) of rule 13.51(2) of the Listing Rules or that need to be brought to the attention of the shareholders of the Company as at the Latest Practicable Date.

Mr. Kor Kee Yee

Mr. Kor Kee Yee, aged 57, was appointed a Director of the Company on 23rd December, 2002. Mr. Kor holds a Master’s Degree in Business Administration from Asia International Open University (Macau). He has over 30 years’ comprehensive banking experience. Mr. Kor did not hold any other directorships in listed public companies in the last three years.

Other than the relationship arising from his directorship in the Company, as at the Latest Practicable Date, Mr. Kor did not have any relationship with any Director, senior management, substantial or controlling shareholder of the Company.

As at the Latest Practicable Date, Mr. Kor, through the interest of his spouse, was taken to be interested in 2,444,000 ordinary shares of HK$1.00 each in, representing approximately 9.29 per cent. of, the issued share capital of TechnoSolve Limited, an associated corporation (within the meaning of Part XV of the SFO) of the Company. Save as disclosed herein, as at the Latest Practicable Date, Mr. Kor was not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the SFO.

The Company has entered into an employment agreement with Mr. Kor pursuant to which he will have no designated length of service with the Company and which is terminable by either party by giving one month’s prior written notice. Mr. Kor 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, 2005, Mr. Kor received salaries, allowances and benefits in kind in the total amount of HK$1,730,828 from the Company. The Company made contributions to a pension scheme of HK$12,000 for Mr. Kor for the year ended 31st December, 2005. The emoluments paid to Mr. Kor were determined by reference to the market terms and his duties and responsibilities in the Company.

Furthermore, Mr. Kor did not have any matter that was required to be disclosed pursuant to paragraphs (h) to (v) of rule 13.51(2) of the Listing Rules or that need to be brought to the attention of the shareholders of the Company as at the Latest Practicable Date.

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LETTER FROM THE CHAIRMAN

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

�

(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, 9th June, 2006 at 9:30 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, 2005.

2. To consider and declare a final distribution for the year ended 31st December, 2005.

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: (i) a Rights Issue (as hereinafter defined); (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares 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 of 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

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NOTICE OF ANNUAL GENERAL MEETING

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;

• (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 of 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 to 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. A. “ THAT the Bye-law 61(1) be amended by:

2. (i) deleting the following sentence:

“All business shall be deemed special that is transacted at a special general meeting, and also all business that is transacted at an annual general meeting, with the exception of sanctioning dividends, the

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NOTICE OF ANNUAL GENERAL MEETING

reading, considering and adopting of the accounts and balance sheet and the reports of the Directors and Auditors and other documents required to be annexed to the balance sheet, the election of Directors and appointment of Auditors and other officers in the place of those retiring, the fixing of the remuneration of the Auditors, and the voting of remuneration or extra remuneration to the Directors.”; and

• (ii) replacing therewith the following sentence:

“All business shall be deemed special that is transacted at a special general meeting, and also all business that is transacted at an annual general meeting, with the exception of sanctioning dividends, the reading, considering and adopting of the accounts and balance sheet and the reports of the Directors and Auditors and other documents required to be annexed to the balance sheet, the election of Directors and appointment of Auditors and other officers in the place of those retiring and the fixing of the remuneration of the Auditors.”

• B. “ THAT the Bye-law 86(2) be amended by:

• (i) deleting the following sentence in the middle of Bye-law 86(2):

“Any Director so appointed by the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting.”; and

• (ii) replacing therewith the following sentence:

“Any Director so appointed by the Board shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the Board), and shall then be eligible for re-election at that meeting.”

• C. “ THAT the Bye-law 96 be amended by:

• (i) deleting the following sentence at the beginning of Bye-law 96:

“The ordinary remuneration of the Directors shall from time to time be determined by the Company in general meeting and shall (unless otherwise directed by the resolution by which it is voted) be divided amongst the Board in such proportions and in such manner as the Board may agree or, failing agreement, equally, except that any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for a proportion of remuneration related to the period during which he has held office.”; and

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NOTICE OF ANNUAL GENERAL MEETING

• (ii) replacing therewith the following sentence:

“The ordinary remuneration of the Directors shall from time to time be determined by the Board and shall (unless otherwise directed by the resolution by which it is voted) be divided amongst the Board in such proportions and in such manner as the Board may agree or, failing agreement, equally, except that any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for a proportion of remuneration related to the period during which he has held office.”

By Order of the Board Andrew Hau Secretary

Hong Kong, 28th April, 2006

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 notarially 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.

3. 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:

4. (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

5. (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

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NOTICE OF ANNUAL GENERAL MEETING

• (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.

• The Register of Members of the Company will be closed from Friday, 2nd June, 2006 to Friday, 9th June, 2006 (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 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 1st June, 2006.

• 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 Resolution No. 6 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 the Chinese versions, the English version shall prevail.

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