3SBio Inc. — AGM Information 2008

Apr 29, 2008

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 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.

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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, 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 Thursday, 5th June, 2008 at 10: 00 a.m. is set out on pages 13 to 17 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 adjourned meeting 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

30th April, 2008

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
General mandates to issue and repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Particulars concerning Directors seeking re-election at the AGM . . . . . . . . . . . . . .	6
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Procedures for demanding a poll at general meetings . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

DEFINITIONS

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

‘‘AGM’’	annual general meeting of the Company to be held at Granville
	Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88
	Queensway, Hong Kong on Thursday, 5th June, 2008 at 10: 00
	a.m., notice of which is set out on pages 13 to 17 of this
	document, or any adjourned meeting thereof;
‘‘associates’’	has the meaning ascribed to it in rule 1.01 of the Listing Rules;
‘‘Board’’	board of the Directors;
‘‘Bye-law(s)’’	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;
‘‘connected persons’’	has the meaning ascribed to it in rule 1.01 of the Listing Rules;
‘‘Director(s)’’	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	25th April, 2008, being the latest practicable date prior to the
Date’’	printing of this document for ascertaining certain information
	contained therein;
‘‘Listing Rules’’	Rules Governing the Listing of Securities on the Stock Exchange;
‘‘Notice’’	notice convening the AGM as set out on pages 13 to 17 of this
	document;
‘‘SFO’’	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong);
‘‘Share(s)’’	ordinary share(s) of HK$1.00 each in the share capital of the
	Company;
‘‘Shareholder(s)’’	holder(s) of the Share(s);
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited; and
‘‘Takeovers Code’’	Hong Kong Code on Takeovers and Mergers.

• For identification purpose only

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LETTER FROM THE BOARD

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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 (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

30th April, 2008

To the Shareholders

Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, 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 Thursday, 5th June, 2008 at 10: 00 a.m. and to convene the AGM, notice of which is set out on pages 13 to 17 of this document. This document contains information concerning the proposed general mandates to issue and repurchase Shares and details of reelection of retiring Directors which are required to be sent to Shareholders under the Listing Rules.

• For identification purpose only

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LETTER FROM THE BOARD

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

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 269,365,818 Shares (representing approximately 20 per cent. of the total number of Shares in issue) may be issued by the Company, and 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 during the period from the passing of the resolutions at the AGM 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 authorities given under the resolutions by ordinary resolutions of the shareholders of the Company in general meeting.

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LETTER FROM THE BOARD

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, 2007 (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, 2007) unless the Directors believe that such repurchases are in the best interests of the Company.

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LETTER FROM THE BOARD

4. Share prices

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

	Highest	Lowest
	HK$	HK$
April 2007	1.81	1.42
May 2007	2.37	1.58
June 2007	2.42	1.96
July 2007	2.33	2.05
August 2007	2.22	1.49
September 2007	2.21	1.56
October 2007	1.98	1.75
November 2007	1.85	1.53
December 2007	1.75	1.56
January 2008	1.71	1.26
February 2008	1.55	1.35
March 2008	1.45	1.15
April 2008 (up to and including the Latest	1.45	1.21
Practicable Date)

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 mandatory offer under Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Lippo Cayman Limited (‘‘Lippo Cayman’’), the ultimate holding company of the Company, through its subsidiaries, was interested in 692,262,956 Shares, representing approximately 51.4 per cent. of the issued share capital of the Company. Lanius Limited (‘‘Lanius’’) was the registered shareholder of the entire issued share capital of Lippo Cayman and was the trustee of a discretionary trust, of which Dr. Mochtar Riady is the founder and in accordance with whose instructions Lanius was accustomed to act. Dr. Mochtar Riady did not have any interests in the share capital of Lanius. The beneficiaries of the trust include Dr. Mochtar Riady and his family members. In the event of the Directors exercise in full

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LETTER FROM THE BOARD

the power to repurchase Shares which is proposed to be granted pursuant to the relevant ordinary resolution at the AGM, the shareholding interest of Lippo Cayman would be increased to approximately 57.1 per cent. of the issued share capital of the Company. Such increase would not give rise to an obligation to make a mandatory offer 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 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 the Shareholders.

No connected persons 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.

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.

PARTICULARS CONCERNING DIRECTORS SEEKING RE-ELECTION AT THE AGM

In accordance with Bye-law 87 of the Company’s Bye-laws, Messrs. Albert Saychuan Cheok, Leon Chan Nim Leung, Victor Yung Ha Kuk and Tsui King Fai 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. Albert Saychuan Cheok

Mr. Albert Saychuan Cheok, aged 57, was appointed an independent nonexecutive Director of the Company on 17th January, 2002. He is also a member of the audit committee, nomination committee and remuneration committee of the Company. Mr. Cheok is also an independent non-executive director of AcrossAsia Limited (‘‘AAL’’), a company listed on the Stock Exchange, and Auric Pacific Group Limited (‘‘Auric’’), a company listed on Singapore Exchange Securities Trading Limited.

Mr. Cheok graduated from the University of Adelaide, Australia, with a First Class Honours degree in Economics. He is a Fellow of the Australian Society of Certified Public Accountants and is a banker with over 30 years of experience in banking in the Asia-Pacific region, particularly in Australia, Hong Kong, Thailand and Malaysia. Mr. Cheok is the Chairman of Bowsprit Capital Corporation Limited, the Manager of First Real Estate Investment Trust (First REIT) in Singapore. He is also the Vice Chairman of the Export and Industry Bank, Inc. in the Philippines. He is

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LETTER FROM THE BOARD

a director of Metal Reclamation Berhad in Malaysia and several other public companies. He is currently a committee member of the Malaysian Institute of Corporate Governance in Malaysia. He was the Chairman of Bangkok Bank Berhad in Malaysia for the period from September 1995 to November 2005.

As at the Latest Practicable Date, Mr. Cheok did not have any relationship with any Director, senior management, substantial or controlling shareholder of the Company.

As at the Latest Practicable Date, Mr. Cheok held an option granted under the rules of the Share Option Scheme of the Company to subscribe for 450,000 Shares, representing approximately 0.03 per cent. of the issued share capital of the Company, at an exercise price of HK$1.68 per share (subject to adjustment). Save as disclosed herein, 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 entered into a letter agreement for his appointment as director with the Company 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. Cheok is also subject to retirement by rotation and reelection at the Company’s annual general meetings in accordance with the Bye-laws. Based on the above letter agreement, Mr. Cheok is entitled to receive from the Company a director’s fee of HK$120,000 per annum, which was 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, 2007, Mr. Cheok received director’s fees in the total amount of HK$139,458 from the Company and its subsidiary.

Furthermore, Mr. Cheok 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 as at the Latest Practicable Date.

Mr. Leon Chan Nim Leung

Mr. Leon Chan Nim Leung, aged 52, 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 the Chairman of the nomination committee and remuneration committee and a member of the audit committee of the Company. Mr. Chan is also a non-executive director of Lippo Limited (‘‘Lippo’’), an intermediate holding company of the Company, and Lippo China Resources Limited (‘‘LCR’’), a fellow subsidiary of the Company, both are listed on the Stock Exchange. He was also a former director of Auric, The Hong Kong Building and Loan Agency Limited (‘‘HKBLA’’) and China Infrastructure Investment Limited (‘‘CIIL’’) (formerly known as Dah Hwa International (Holdings) Limited). Auric is listed on Singapore Exchange Securities Trading Limited, and HKBLA and CIIL are listed on the Stock Exchange.

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LETTER FROM THE BOARD

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 was also admitted as a solicitor in England in 1984 and in Victoria, Australia in 1985. He was a member of the Solicitors Disciplinary Tribunal from May 1993 to April 2008 and is currently one of the Panel Chairman of the Appeal Tribunal Panel on appeals against a decision of the Building Authority.

As at the Latest Practicable Date, Mr. Chan did not have any relationship with any Director, senior management, substantial or controlling shareholder of the Company.

As at the Latest Practicable Date, Mr. Chan held an option granted under the rules of the Share Option Scheme of the Company to subscribe for 600,000 Shares, representing approximately 0.04 per cent. of the issued share capital of the Company, at an exercise price of HK$1.68 per share (subject to adjustment). He also held an option granted under the rules of the Share Option Scheme of Lippo to subscribe for 155,000 ordinary shares of HK$0.10 each in, representing approximately 0.04 per cent. of the issued share capital of Lippo, at an exercise price of HK$6.98 per share (subject to adjustment). In addition, he held an option granted under the rules of the Share Option Scheme of LCR to subscribe for 3,000,000 ordinary shares of HK$0.10 each in, representing approximately 0.03 per cent. of the issued share capital of LCR, at an exercise price of HK$0.267 per share (subject to adjustment). Save as disclosed herein, 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 entered into a letter agreement for his appointment as director with the Company 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. Chan is also subject to retirement by rotation and re-election at the Company’s annual general meetings in accordance with the Bye-laws. Mr. Chan is entitled to receive from the Company a director’s fee of HK$120,000 per annum which is based on the term of his agreement of appointment with the Company. For the year ended 31st December, 2007, Mr. Chan received director’s fees in the total amount of HK$169,458 from the Company and its subsidiaries and additional fees of HK$10,000 for serving as the Chairman of the nomination committee and remuneration committee of the Company.

Furthermore, Mr. Chan 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 as at the Latest Practicable Date.

Mr. Victor Yung Ha Kuk

Mr. Victor Yung Ha Kuk, aged 54, was appointed an independent non-executive Director of the Company on 30th September, 2004. He is the Chairman of the audit committee and a member of the nomination committee and remuneration committee of

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LETTER FROM THE BOARD

the Company. He is also an independent non-executive director of Lippo and LCR, both are listed on the Stock Exchange. He was a former independent non-executive director of HKBLA which is listed on the Stock Exchange.

Mr. Yung is a professional accountant with over 30 years of working experience in the financial and accounting fields, and served in management positions in various multinational companies in Asia. He was appointed a member of the listings subcommittee of the Stock Exchange of Singapore from 1998 to 1999. Mr. Yung holds a Master of Science Degree in Corporate Governance and Directorship from the Hong Kong Baptist University, and is a member of the Hong Kong Institute of Certified Public Accountants.

As at the Latest Practicable Date, Mr. Yung did not have any relationship with any Director, senior management, substantial or controlling shareholder of the Company.

As at the Latest Practicable Date, Mr. Yung held an option granted under the rules of the Share Option Scheme of the Company to subscribe for 450,000 Shares, representing approximately 0.03 per cent. of the issued share capital of the Company, at an exercise price of HK$1.68 per share (subject to adjustment). He also held an option granted under the rules of the Share Option Scheme of Lippo to subscribe for 130,000 ordinary shares of HK$0.10 each in, representing approximately 0.03 per cent. of the issued share capital of Lippo, at an exercise price of HK$6.98 per share (subject to adjustment). In addition, he held an option granted under the rules of the Share Option Scheme of LCR to subscribe for 2,300,000 ordinary shares of HK$0.10 each in, representing approximately 0.02 per cent. of the issued share capital of LCR, at an exercise price of HK$0.267 per share (subject to adjustment). Save as disclosed herein, Mr. Yung was not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the SFO.

Mr. Yung entered into a letter agreement for his appointment as director with the Company 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 by rotation and re-election at the Company’s annual general meetings in accordance with the Bye-laws. Based on the above letter agreement, Mr. Yung is entitled to receive from the Company a director’s fee of HK$120,000 per annum, which was 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, 2007, Mr. Yung received director’s fee of HK$120,000 from the Company and an additional fee of HK$10,000 for serving as the Chairman of the audit committee of the Company.

Furthermore, Mr. Yung 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 as at the Latest Practicable Date.

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LETTER FROM THE BOARD

Mr. Tsui King Fai

Mr. Tsui King Fai, aged 58, was appointed an independent non-executive Director of the Company on 30th September, 2004. He is a member of the audit committee, nomination committee and remuneration committee of the Company. He is also an independent non-executive director of Lippo and LCR, both are listed on the Stock Exchange. He was a former independent non-executive director of HKBLA and AAL, both are listed on the Stock Exchange.

Mr. Tsui is a director and senior consultant of a registered financial services company in Hong Kong. He is an independent non-executive director of Vinda International Holdings Limited and China Aoyuan Property Group Limited, both are listed on the Stock Exchange. He has over 30 years of extensive experience in accounting, finance and investment management, particularly in investments in Mainland China. Mr. Tsui worked for two of the Big Four 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 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 graduated from the University of Houston, Texas, the United States of America and holds a Master of Science in Accountancy and a Bachelor of Business Administration with first class honours.

As at the Latest Practicable Date, Mr. Tsui did not have any relationship with any Director, senior management, substantial or controlling shareholder of the Company.

As at the Latest Practicable Date, the spouse of Mr. Tsui was interested in 50,000 Shares, representing approximately 0.004 per cent. of the issued share capital of the Company. Mr. Tsui held an option granted under the rules of the Share Option Scheme of the Company to subscribe for 450,000 Shares, representing approximately 0.03 per cent. of the issued share capital of the Company, at an exercise price of HK$1.68 per share (subject to adjustment). He also held an option granted under the rules of the Share Option Scheme of Lippo to subscribe for 130,000 ordinary shares of HK$0.10 each in, representing approximately 0.03 per cent. of the issued share capital of Lippo, at an exercise price of HK$6.98 per share (subject to adjustment). In addition, he held an option granted under the rules of the Share Option Scheme of LCR to subscribe for 2,300,000 ordinary shares of HK$0.10 each in, representing approximately 0.02 per cent. of the issued share capital of LCR, at an exercise price of HK$0.267 per share (subject to adjustment). 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 entered into a letter agreement for his appointment as director with the Company 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 by rotation and re-election at the Company’s annual general meetings in accordance with the Bye-laws. Based on the

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LETTER FROM THE BOARD

above letter agreement, Mr. Tsui is entitled to receive from the Company a director’s fee of HK$120,000 per annum, which was 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, 2007, Mr. Tsui received director’s fee of HK$120,000 from the Company.

Furthermore, Mr. Tsui 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 as at the Latest Practicable Date.

ANNUAL GENERAL MEETING

The Notice convening the AGM is set out on pages 13 to 17 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 AGM 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 AGM or any adjourned meeting 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.

PROCEDURES FOR DEMANDING A POLL AT GENERAL MEETINGS

Under the Bye-laws, at any general meeting of the members, a resolution shall be decided on a show of hands unless voting by way of a poll is required by the rules of the Stock Exchange or a poll is (before or on the declaration of the result of the show of hands) demanded by:

• (1) the Chairman of the meeting; or

• (2) 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) 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) 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.

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LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that the proposed renewal of the general mandates to issue and repurchase Shares is 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, By Order of the Board HONGKONG CHINESE LIMITED John Lee Luen Wai Director

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NOTICE OF ANNUAL GENERAL MEETING

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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 the 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 Thursday, 5th June, 2008 at 10: 00 a.m. for the following purposes:

1. To receive and adopt the audited Financial Statements of the Company, the Report of the Directors and the Independent Auditors’ Report for the year ended 31st December, 2007.

2. To consider and declare a final distribution for the year ended 31st December, 2007.

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.

5. As special business, to consider and, if thought fit, pass the following resolutions as Ordinary Resolutions:

6. A. ‘‘THAT:

   • (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;

   • (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 paragraphs (a) and (b) above, otherwise than pursuant to: (i) a Rights Issue (as hereinafter defined); (ii) the exercise of any options granted under any share option scheme of the Company; (iii) an issue of shares upon exercise of subscription rights pursuant to warrants (if any) issued by the Company; or (iv) 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).’’

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NOTICE OF ANNUAL GENERAL MEETING

• 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/or 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;

• (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.’’

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NOTICE OF ANNUAL GENERAL MEETING

• C. ‘‘THAT conditional on the passing of the resolutions set out in paragraphs 5A and 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.’’

By Order of the Board HONGKONG CHINESE LIMITED Andrew Hau Secretary

Hong Kong, 30th April, 2008

Registered Office: Clarendon House Church Street Hamilton HM 11 Bermuda

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

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NOTICE OF ANNUAL GENERAL MEETING

Note:

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, a 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 the holding of the meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the meeting or any adjourned meeting thereof should he so wishes.

3. The Register of Members of the Company will be closed from Monday, 2nd June, 2008 to Thursday, 5th June, 2008 (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 Tricor 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 Friday, 30th May, 2008.

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