3SBio Inc. — AGM Information 2009

Apr 29, 2009

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 and/or warrants of 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.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim 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 GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES, PROPOSED AMENDMENT TO THE BYE-LAWS, PROPOSED 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 Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Wednesday, 10th June, 2009 at 10: 00 a.m. or any adjourned meeting thereof to approve matters referred to in this document is set out on pages 12 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 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, 2009

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandates to issue and repurchase securities . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed amendment to the Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Particulars concerning Directors seeking re-election at the AGM . . . . . . . . . . . . . .	9
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Voting by poll at general meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

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 Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Wednesday, 10th June, 2009 at 10: 00 a.m., notice of which is set out on pages 12 to 16 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 securities 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 24th April, 2009, 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; ‘‘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; ‘‘Takeovers Code’’ Hong Kong Code on Takeovers and Mergers;

• For identification purpose only

– 1 –

DEFINITIONS

‘‘Warrants’’

‘‘Warrantholders’’

warrants of the Company listed on the Stock Exchange (Warrant Code: 561) entitling holders thereof to subscribe for fully paid Shares in cash at a subscription price of HK$1.25 per Share (subject to adjustment) at any time during the period from 4th July, 2008 to 4th July, 2011 (both dates inclusive); and

holders of the Warrants.

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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 Tjondro 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

Registered Office: Clarendon House Church Street Hamilton HM 11 Bermuda

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

Mr. Tsui King Fai

30th April, 2009

• To the Shareholders and, for information only, the Warrantholders

Dear Sir or Madam,

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES, PROPOSED AMENDMENT TO THE BYE-LAWS, PROPOSED 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 Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Wednesday, 10th June, 2009 at 10: 00 a.m. and to convene the AGM, notice of which is set out on pages 12 to 16 of this document. This document contains information

• For identification purpose only

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LETTER FROM THE BOARD

concerning the proposed general mandates to issue and repurchase securities, proposed amendment to the Bye-laws and details of re-election of retiring Directors which are required to be sent to Shareholders under the Listing Rules.

GENERAL MANDATES TO ISSUE AND REPURCHASE SECURITIES

As the previous general mandates to issue and repurchase Shares granted to the Directors at the annual general meeting of the Company held on 5th June, 2008 will expire on conclusion of the AGM, ordinary resolutions relating to renewal of general mandates will be proposed at the AGM:

• (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, as set out in paragraph 4A of the notice of AGM;

• (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 and to repurchase Warrants with an aggregate amount not exceeding 10 per cent. of the outstanding Warrants issued by the Company as at the date of passing of the resolution, as set out in paragraph 4B of the notice of AGM; 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), as set out in paragraph 4C of the notice of AGM.

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 and Warrants. 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 and Warrants 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 and the maximum amount of Warrants that may be repurchased pursuant to the mandate must not exceed such amount of Warrants representing 10 per cent. of the outstanding Warrants issued by the Company as at the date of passing of the relevant resolution.

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LETTER FROM THE BOARD

1. Share capital

As at the Latest Practicable Date, there were in issue an aggregate of 1,816,661,927 Shares and HK$252,529,633.75 outstanding Warrants. On the basis of these figures and assuming no further securities of the Company are issued or repurchased prior to the AGM, not more than 363,332,385 Shares (representing approximately 20 per cent. of the total number of Shares in issue) may be issued by the Company, and not more than 181,666,192 Shares (representing approximately 10 per cent. of the total number of Shares in issue) and HK$25,252,963.37 Warrants (representing approximately 10 per cent. of the total amount of outstanding Warrants) 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.

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 or Warrants, 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 interests and for the benefit of the Company.

3. Funding of repurchase

The Company is empowered by its Memorandum of Association and Bye-laws to repurchase its Shares and Warrants. Repurchases of Shares and Warrants 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.

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LETTER FROM THE BOARD

On the basis of the consolidated financial position of the Company as at 31st December, 2008 (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 and the amount of outstanding Warrants 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, 2008) unless the Directors believe that such repurchases are in the interests and for the benefit of the Company.

4. Share prices

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

	Shares	Shares	Warrants	Warrants
	Highest	Lowest	Highest	Lowest
	HK$	HK$	HK$	HK$
April 2008	1.333*	1.156*	N/A	N/A
May 2008	1.370*	1.222*	N/A	N/A
June 2008	1.260	0.940	N/A	N/A
July 2008	1.000	0.910	0.200	0.092
August 2008	0.950	0.850	0.180	0.110
September 2008	0.880	0.520	0.140	0.100
October 2008	0.680	0.360	0.120	0.025
November 2008	0.900	0.560	0.100	0.100
December 2008	0.770	0.650	0.142	0.095
January 2009	0.770	0.610	0.150	0.138
February 2009	0.690	0.600	0.188	0.060
March 2009	0.650	0.540	0.080	0.050
April 2009 (up to and including	0.650	0.570	0.101	0.075
the Latest Practicable Date)

• adjusted for the rights issue of seven rights shares for every twenty shares held at HK$1.00 per rights share (with bonus warrants on the basis of three warrants for every seven rights shares), with ex-date of 29th May, 2008

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LETTER FROM THE BOARD

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 1,014,222,978 Shares, representing approximately 55.83 per cent. of the issued share capital of the Company and HK$133,457,051.25 Warrants entitling holders thereof to subscribe for 106,765,641 Shares. 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 the Directors exercise in full 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 62.03 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 or Warrants. The Directors have no intention to exercise the repurchase mandate to such extent as would cause the public float to fall below 25 per cent. or such other minimum percentage as prescribed by the Listing Rules from time to time.

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 or Warrants 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 Warrants, or that they have undertaken not to sell any Shares or Warrants held by them to the Company in the event that the Company is authorised to make purchases of Shares and Warrants.

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LETTER FROM THE BOARD

6. Share purchases made by the Company

Details of the repurchases of Shares made by the Company on the Stock Exchange during the six months immediately preceding the Latest Practicable Date were as follows:

		Price per
		Share or
	Number of	highest	Lowest
	Shares	price paid	price paid
Trading date	purchased	per Share	per Share
		HK$	HK$
29th December, 2008	10,000	0.71	—
30th December, 2008	20,000	0.71	0.70
31st December, 2008	4,000	0.71	—
16th January, 2009	1,140,000	0.69	—
23rd January, 2009	52,000	0.70	0.67
3rd February, 2009	42,000	0.69	0.67
4th February, 2009	14,000	0.69	0.68
5th February, 2009	40,000	0.69	0.68
2nd March, 2009	10,000	0.59	—
5th March, 2009	24,000	0.62	0.61
9th March, 2009	60,000	0.60	—
10th March, 2009	20,000	0.60	0.59
11th March, 2009	20,000	0.60	—
12th March, 2009	42,000	0.60	—
13th March, 2009	60,000	0.63	0.62

Save as disclosed herein, during the six months immediately preceding the Latest Practicable Date, no Shares nor Warrants were purchased by the Company.

PROPOSED AMENDMENT TO THE BYE-LAWS

In order to bring the Bye-laws in line with certain recent changes to the Listing Rules, a special resolution will be proposed at the AGM to amend the Bye-laws. Details relating to the proposed amendment to the Bye-laws are set out as follows:

‘‘THAT Bye-law 59(1) of the Bye-laws of the Company be amended by:

(i) deleting the following sentences at the beginning of Bye-law 59(1):

‘‘An annual general meeting and any special general meeting at which the passing of a special resolution is to be considered shall be called by not less than twentyone (21) clear days’ Notice. All other special general meetings may be called by not less than fourteen (14) clear days’ Notice but’’; and

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LETTER FROM THE BOARD

• (ii) replacing therewith the following sentences:

‘‘An annual general meeting shall be called by Notice of not less than twenty-one (21) clear days and not less than twenty (20) clear business days and any special general meeting at which the passing of a special resolution is to be considered shall be called by Notice of not less than twenty-one (21) clear days and not less than ten (10) clear business days. All other special general meetings may be called by Notice of not less than fourteen (14) clear days and not less than ten (10) clear business days but if permitted by the rules of the Designated Stock Exchange,’’’’

Details of the proposed amendment are also set out in the notice of AGM.

Messrs. Richards Butler (in association with Reed Smith LLP) and Conyers Dill & Pearman, the legal advisers of the Company, have confirmed that the proposed amendment complied with the requirements of the Listing Rules and the laws of Bermuda respectively. The Company also confirms that there is nothing unusual about the proposed amendment for a company listed in Hong Kong.

PARTICULARS CONCERNING DIRECTORS SEEKING RE-ELECTION AT THE AGM

In accordance with Bye-law 87 of the Company’s Bye-laws, Dr. Mochtar Riady and Mr. Kor Kee Yee will retire from office by rotation and, being eligible, will offer themselves for re-election at the AGM.

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

Dr. Mochtar Riady

Dr. Mochtar Riady (also known as Dr. Lee Man Tjin) (‘‘Dr. Riady’’), aged 79, 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, a fellow subsidiary of the Company and listed on the Stock Exchange, and a director of Lippo Cayman and Lippo Capital Limited. Save as disclosed herein, Dr. Riady did not hold any directorships in other listed public companies in the last three years. Dr. Riady has over 30 years’ banking and financial institution experience in Indonesia, Hong Kong, Singapore, Taiwan and the United States of America.

As at the Latest Practicable Date, Lippo Cayman was indirectly interested in 1,014,222,978 Shares and HK$133,457,051.25 Warrants giving rise to an interest in 106,765,641 Shares, totaling 1,120,988,619 Shares, representing approximately 61.71 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. Riady is the founder and a beneficiary. Accordingly, Dr. Riady together with his spouse, Madam Lidya Suryawaty, were deemed to be interested in 1,120,988,619 Shares, representing approximately 61.71 per cent. of the issued share capital of the Company within the meaning of Part XV of the SFO. Further information about the deemed interest of

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LETTER FROM THE BOARD

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, 2008 (the ‘‘Report of the Directors’’).

Dr. Riady is the father of Mr. Stephen Tjondro Riady who is also 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. Riady did not have any relationship with any Director, senior management, substantial or controlling shareholder of the Company.

Dr. Riady has 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 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. For the year ended 31st December, 2008, Dr. Riady received a director’s fee of HK$120,000 from the Company.

Furthermore, Dr. 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 as at the Latest Practicable Date.

Mr. Kor Kee Yee

Mr. Kor Kee Yee (‘‘Mr. Kor’’), aged 60, 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 directorships in other listed public companies in the last three years.

Other than the relationship arising from his directorship in the Company and in certain subsidiaries of 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 held an option under the share option scheme of the Company to subscribe for 607,500 Shares, representing approximately 0.03 per cent. of the issued share capital of the Company, at an exercise price of HK$1.24 per share (subject to adjustment). 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

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LETTER FROM THE BOARD

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, 2008, Mr. Kor received salaries, allowances and benefits in kind in the total amount of HK$1,720,489 from the Company and its subsidiary. The Company made contributions to a pension scheme of HK$12,000 for Mr. Kor for the year ended 31st December, 2008. The emoluments paid to Mr. Kor were determined by reference to the market terms and his duties and responsibilities within the Group.

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 as at the Latest Practicable Date.

ANNUAL GENERAL MEETING

The notice convening the AGM is set out on pages 12 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 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.

VOTING BY POLL AT GENERAL MEETINGS

Pursuant to the requirements under the Listing Rules, any votes of shareholders at a general meeting must be taken by poll. Therefore, the Chairman of the AGM will exercise his power under the Bye-laws to demand a poll for each and every resolution put forward at the AGM. The Company will appoint scrutineers to handle vote-taking procedures at the AGM. The results of the poll will be published on the Stock Exchange’s website at www.hkexnews.hk and the Company’s website at www.hkchinese.com.hk as soon as possible after the conclusion of the AGM.

RECOMMENDATION

The Board considers that the proposed renewal of the general mandates to issue and repurchase securities 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 Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Wednesday, 10th June, 2009 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, 2008.

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

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

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

5. 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 and warrants to subscribe for 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 and warrants 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 amounts of shares and warrants to subscribe for 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 10 per cent. of the aggregate amount of warrants of the Company outstanding as at the date of passing of this resolution respectively, 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 4A and 4B 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 4A 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 4B 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.’’

• As special business, to consider and, if thought fit, pass the following resolution as a Special Resolution:

• ‘‘THAT Bye-law 59(1) of the Bye-laws of the Company be amended by:

• (i) deleting the following sentence at the beginning of Bye-law 59(1):

‘‘An annual general meeting and any special general meeting at which the passing of a special resolution is to be considered shall be called by not less than twenty-one (21) clear days’ Notice. All other special general meetings may be called by not less than fourteen (14) clear days’ Notice but’’; and

• (ii) replacing therewith the following sentence:

‘‘An annual general meeting shall be called by Notice of not less than twentyone (21) clear days and not less than twenty (20) clear business days and any special general meeting at which the passing of a special resolution is to be considered shall be called by Notice of not less than twenty-one (21) clear days and not less than ten (10) clear business days. All other special general meetings may be called by Notice of not less than fourteen (14) clear days and not less than ten (10) clear business days but if permitted by the rules of the Designated Stock Exchange,’’’’

By Order of the Board

HONGKONG CHINESE LIMITED Andrew Hau Secretary

Hong Kong, 30th April, 2009

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NOTICE OF ANNUAL GENERAL MEETING

Registered Office: Clarendon House Church Street Hamilton HM 11 Bermuda

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

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, 8th June, 2009 to Wednesday, 10th June, 2009 (both dates inclusive) during which period no transfer of shares will be registered and no share which will fall to be allotted and issued on the exercise of the subscription rights attaching to the outstanding warrants of the Company will be registered. In order to qualify for attending and voting at the meeting, (i) all transfers of shares accompanied by the relevant share certificates and transfer forms and (ii) all subscription forms accompanied by the relevant warrant certificates and subscription monies relating to the exercise of outstanding warrants of the Company in respect of which holders of such warrants wish to exercise their rights so as to qualify for attending and voting at the meeting 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, 5th June, 2009. Shareholders whose names appear on the Company’s Register of Members on Wednesday, 10th June, 2009 will be entitled to attend and vote at the meeting.

4. At the meeting, the Chairman of the meeting will exercise his power under Bye-law 66(a) of the Bye-laws of the Company to put each of the above resolutions to the vote by way of a poll as required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

5. The Bye-laws of the Company is written in English. There is no official Chinese translation in respect thereof. Therefore, the Chinese version of the Resolution No. 5 on amendment 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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