3SBio Inc. — AGM Information 2012

Apr 27, 2012

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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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 OF ANNUAL GENERAL MEETING

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 Tuesday, 5th June, 2012 at 10: 30 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, 2011.

2. To consider and declare a final distribution and a special final distribution for the year ended 31st December, 2011.

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, bonds, debentures and other securities which carry rights to subscribe for or are convertible into shares of the Company), which would or 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, bonds, debentures and other

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securities which carry rights to subscribe for or are convertible into shares of the Company), which might require the exercise of such powers after the end of the Relevant Period;

• (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).’’

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;

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• (b) the aggregate nominal amounts 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 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.’’

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

‘‘THAT the Bye-laws of the Company be amended in the following manner:

(a) Bye-law 3(3)

The existing Bye-law 3(3) be amended by:

• (i) deleting Bye-law 3(3) in its entirety; and

• (ii) replacing it with the following as the new Bye-law 3(3):

‘‘Subject to compliance with the rules and regulations of the Designated Stock Exchange and any other relevant regulatory authority, the Company may give financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the Company.’’;

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(b) Bye-law 44

The existing Bye-law 44 be amended by:

• (i) deleting the words ‘‘on every business day’’ in the second line of Bye-law 44 after the words ‘‘between 10 a.m. and 12 noon’’; and

• (ii) replacing them with the following words:

• ‘‘during business hours’’;

(c) Bye-law 46

The existing Bye-law 46 be amended by inserting the words ‘‘in any manner permitted by and in accordance with the rules of the Designated Stock Exchange or’’ in the first line of the existing Bye-law 46 after the words ‘‘any Member may transfer all or any of his shares’’;

(d) Bye-law 66

The existing Bye-law 66 be amended by:

• (i) deleting the following words in the eleventh line of Bye-law 66 after the words ‘‘shall be decided on a show of hands unless’’:

‘‘voting by way of a poll is required by the rules of the Designated Stock Exchange or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:’’; and

• (ii) replacing them with the following words:

‘‘(1) voting by way of a poll is required by the rules of the Designated Stock Exchange, provided that the chairman of the meeting may, in good faith and in compliance with the rules of the Designated Stock Exchange, decide to allow such resolution to be voted on by a show of hands; or (2) (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:’’;

(e) Bye-law 67

The existing Bye-law 67 be amended by inserting the words ‘‘required or’’ in the first line of the existing Bye-law 67 after the words ‘‘Unless a poll is’’;

(f) Bye-law 68

The existing Bye-law 68 be amended by:

• (i) deleting Bye-law 68 in its entirety; and

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(ii) replacing it with the following as the new Bye-law 68:

‘‘If a poll is required or duly demanded, the result of the poll shall be deemed to be the resolution of the meeting at which the poll was required or demanded. There shall be no requirement for the chairman to disclose the voting figures on a poll. A poll required or demanded shall be taken in such manner (including the use of ballot or voting papers or tickets) as the chairman directs.’’;

(g) Bye-law 69

The existing Bye-law 69 be amended by deleting the following words in the second line of Bye-law 69 after the words ‘‘A poll demanded on any other question shall be taken’’:

‘‘in such manner (including the use of ballot or voting papers or tickets) and’’;

(h) Bye-law 84(2)

The existing Bye-law 84(2) be amended by inserting the words ‘‘, where applicable,’’ in the last line of the existing Bye-law 84(2) after the words ‘‘in respect of the number and class of shares specified in the relevant authorisation including’’;

(i) Bye-law 88

The existing Bye-law 88 be amended by:

• (i) deleting the following words in the second line of Bye-law 88 after the words ‘‘be eligible for election as a Director at any general meeting’’:

‘‘unless a Notice of the intention to propose that person for election as a Director’’; and

• (ii) replacing them with the following words:

‘‘, unless a Notice by a Member of his intention to propose that person for election as a Director’’;

(j) Bye-law 103(1)(iv)

The existing Bye-law 103(1)(iv) be amended by inserting the word ‘‘or’’ after the semicolon at the end of sub-paragraph (iv) of the existing Bye-law 103(1);

(k) Bye-law 103(1)(v)

The existing Bye-law 103(1)(v) be deleted in its entirety and the existing Bye-law 103(1)(vi) be renumbered as 103(1)(v);

(l) Bye-laws 103(2) and 103(3)

The existing Bye-laws 103(2) and 103(3) be deleted in their entirety and the existing Bye-law 103(4) be renumbered as 103(2);

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(m) Bye-law 116(2)

The existing Bye-law 116(2) be amended by inserting the words ‘‘means (including telephonic or video-conferencing)’’ in the second line of the existing Bye-law 116(2) after the words ‘‘Directors may participate in any meeting of the Board by means of a conference telephone, electronic’’;

(n) Bye-law 138

The existing Bye-law 138 be amended by:

• (i) deleting the following words in the last line of Bye-law 138 after the words ‘‘the realisable value of its assets would thereby become less than’’:

‘‘the aggregate of its liabilities and its issued share capital and share premium accounts’’; and

• (ii) replacing them with the following words:

‘‘its liabilities’’;

(o) Bye-law 156(3)

The existing Bye-law 156(3) be amended by inserting the words ‘‘, in each case, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the Act and the rules of the Designated Stock Exchange’’ in the last line of the existing Bye-law 156(3) after the words ‘‘shall by ordinary resolution at that meeting appoint another Auditor in his stead for the remainder of his term’’.’’

By Order of the Board HONGKONG CHINESE LIMITED Andrew Hau Secretary

Hong Kong, 30th April, 2012

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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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 during the following periods:

4. (i) from Thursday, 31st May, 2012 to Tuesday, 5th June, 2012 (both dates inclusive) during which period no transfer of shares will be registered, for the purpose of ascertaining shareholders’ entitlement to attend and vote at the meeting. In order to be entitled to attend and vote 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 Wednesday, 30th May, 2012; and

5. (ii) from Monday, 11th June, 2012 to Wednesday, 13th June, 2012 (both dates inclusive) during which period no transfer of shares will be registered, for the purpose of ascertaining shareholders’ entitlement to the proposed final distribution and special final distribution. In order to qualify for the proposed final distribution and special final distribution, 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, 8th June, 2012.

6. 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.

7. The Bye-laws of the Company are written in English. The Chinese version of the Resolution No. 6 on amendments to the Bye-laws of the Company as set out above is a direct translation of the proposed amendments to the English version of the Bye-laws of the Company for reference only, which does not necessarily reflect the exact amendment of the wording to any published Chinese version of the Bye-laws of the Company. Should there be any discrepancies between the English and the Chinese versions of the Byelaws of the Company, the English version shall prevail.

As at the date of this announcement, the executive Directors of the Company are Messrs. Stephen Riady (Chairman), John Lee Luen Wai (Chief Executive Officer) and Kor Kee Yee; the nonexecutive Director of the Company is Mr. Leon Chan Nim Leung; and the independent nonexecutive Directors of the Company are Messrs. Albert Saychuan Cheok, Victor Yung Ha Kuk and Tsui King Fai.

• For identification purpose only

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