3SBio Inc. — AGM Information 2012

Apr 27, 2012

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.

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 SHARES, PROPOSED AMENDMENTS 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 Tuesday, 5th June, 2012 at 10: 30 a.m. or any adjourned meeting thereof to approve matters referred to in this document is set out on pages 13 to 20 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, 2012

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandates to issue and repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed amendments 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	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 Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Tuesday, 5th June, 2012 at 10: 30 a.m., notice of which is set out on pages 13 to 20 of this document, or any adjourned meeting thereof; ‘‘Amendment Act’’ Companies Amendment (No. 2) Act 2011 of Bermuda; ‘‘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; ‘‘Companies Act’’ Companies Act 1981 of Bermuda; ‘‘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, 2012, 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;

• For identification purpose only

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DEFINITIONS

‘‘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.

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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)

Executive Directors:

Mr. Stephen Riady (Chairman) Mr. John Lee Luen Wai, BBS, JP (Chief Executive Officer) Mr. Kor Kee Yee

Registered Office: Clarendon House Church Street Hamilton HM 11 Bermuda

Non-executive Director:

Mr. Leon Chan Nim Leung

Independent non-executive Directors:

Mr. Albert Saychuan Cheok Mr. Victor Yung Ha Kuk Mr. Tsui King Fai

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

30th April, 2012

To the Shareholders

Dear Sir or Madam,

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, PROPOSED AMENDMENTS 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 Tuesday, 5th June, 2012 at 10: 30 a.m. and to convene the AGM, notice of which is set out on pages 13 to 20 of this document. This document contains information concerning the proposed general mandates to issue and repurchase Shares, proposed amendments to the Bye-laws and details of re-election 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

As the previous general mandates to issue and repurchase Shares granted to the Directors at the annual general meeting of the Company held on 8th June, 2011 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 5A 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 as at the date of passing of the resolution, as set out in paragraph 5B 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 5C 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. 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 2,001,701,097 Shares. On the basis of this figure and assuming no further Shares of the Company are issued or repurchased prior to the AGM, not more than 400,340,219 Shares (representing approximately 20 per cent. of the total number of Shares in issue) may be issued by the Company, and not more than 200,170,109 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

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LETTER FROM THE BOARD

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, 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. 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 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, 2011 (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, 2011) unless the Directors believe that such repurchases are in the interests and for the benefit 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 traded prices for Shares on the Stock Exchange were as follows:

	Highest	Lowest
	HK$	HK$
April 2011	1.88	1.67
May 2011	1.71	1.50
June 2011	1.55	1.23
July 2011	1.41	1.27
August 2011	1.40	1.05
September 2011	1.37	1.08
October 2011	1.28	1.03
November 2011	1.49	1.12
December 2011	1.42	1.31
January 2012	1.35	1.29
February 2012	1.39	1.29
March 2012	1.38	1.25
April 2012 (up to and including	1.35	1.22
the Latest 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. As a result, a Shareholder or group of Shareholders acting in concert, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Lippo Capital Limited (‘‘Lippo Capital’’), the ultimate holding company of the Company, through its subsidiaries, was interested in 1,120,987,842 Shares, representing approximately 56 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 Capital and was the trustee of a discretionary trust which was founded by Dr. Mochtar Riady (father of Mr. Stephen Riady), who does not have any interests in the share capital of Lanius. The beneficiaries of the trust include, inter alia, Mr. Stephen Riady and other members of the family. In the event

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LETTER FROM THE BOARD

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 Capital would be increased to approximately 62.22 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. 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 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

Details of the repurchases of Shares made by the Company on the Stock Exchange during the six months immediately preceding and up to and including 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$
12th January, 2012	194,000	1.32	1.31
13th January, 2012	200,000	1.33	1.32
16th January, 2012	200,000	1.32	1.31
17th January, 2012	250,000	1.32	1.31
18th January, 2012	170,000	1.32	1.31
20th January, 2012	500,000	1.32	—
24th April, 2012	100,000	1.25	1.24
25th April, 2012	60,000	1.25	1.23

Save as disclosed herein, during the six months immediately preceding and up to and including the Latest Practicable Date, no Shares were purchased by the Company.

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LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE BYE-LAWS

The Stock Exchange has recently amended the Listing Rules relating to, inter alia, the Code on Corporate Governance Practices (now renamed as Corporate Governance Code and Corporate Governance Report) set out in Appendix 14 of the Listing Rules and the rules pertaining to corporate governance. In addition, on 18th December, 2011, the Amendment Act received assent and became operative. The Amendment Act provides for significant amendments to the Companies Act, the principal statute governing the formation and operation of Bermuda companies.

Accordingly, the Board proposes to seek the approval of the Shareholders by way of a special resolution for the amendments to the Bye-laws to bring the Bye-laws in line with the amended Listing Rules and the Amendment Act and to incorporate certain housekeeping amendments proposed by the Board. The major proposed amendments include the following:

1. to allow the chairman of a general meeting, acting in good faith and in compliance with the Listing Rules, to allow resolutions to be voted on by the Shareholders on a show of hands;

2. to clarify that no person other than a Director retiring at the meeting, shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting, unless notice in writing by a Shareholder of his intention to propose that person for election as a Director and notice in writing signed by that person of his willingness to be elected shall have been given to the Company during the prescribed notice period;

3. to remove the 5 per cent. interest exemption for voting by a director on a board resolution in which he has an interest;

4. to clarify the method of attendance in a board meeting;

5. to clarify that the auditors of the Company shall be removed in accordance with the Listing Rules;

6. to remove prohibitions on providing financial assistance;

7. to permit paperless share transfers for the Company; and

8. to amend the applicable solvency test, allowing the Company to declare dividends or distributions when recording a profit, notwithstanding that the Company may carry a negative retained earnings balance.

Details of the proposed amendments to the Bye-laws are set out in the notice of the AGM.

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LETTER FROM THE BOARD

PARTICULARS CONCERNING DIRECTORS SEEKING RE-ELECTION AT THE AGM

In accordance with Bye-law 87 of the Company’s Bye-laws, Messrs. Kor Kee Yee and Stephen Riady 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:

Mr. Kor Kee Yee

Mr. Kor Kee Yee (‘‘Mr. Kor’’), aged 63, was appointed a Director of the Company on 23rd December, 2002. He also holds directorship in certain subsidiaries of the Company. 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 has not held any directorship in other listed public companies in the last three years.

Save as disclosed herein, 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 at an exercise price of HK$1.24 per Share (subject to adjustment). Save as disclosed herein, 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 three months’ prior written notice. Mr. Kor is subject to retirement by rotation and re-election at the Company’s annual general meetings in accordance with the Bye-laws. Under the employment agreement, Mr. Kor received salary, benefits in kind and pensions in the total amount of approximately HK$1,538,000 from the Company for the year ended 31st December, 2011. The emoluments paid to Mr. Kor were determined by reference to the market terms and his duties and responsibilities.

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.

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LETTER FROM THE BOARD

Mr. Stephen Riady

Mr. Stephen Riady (‘‘Mr. Riady’’), aged 51, was appointed a Director of the Company on 1st September, 1992. On 25th March, 2011, Mr. Riady resigned as the Chief Executive Officer of the Company and was appointed as the Chairman of the Board. Mr. Riady is also an executive director and the Chairman of Lippo Limited (‘‘Lippo’’), an intermediate holding company of the Company. Being an executive director of Lippo China Resources Limited (‘‘LCR’’), a fellow subsidiary of the Company, Mr. Riady resigned as the Deputy Chairman, Managing Director and Chief Executive Officer and was appointed as the Chairman of the board of directors of LCR on 25th March, 2011. Lippo and LCR are both listed on the Stock Exchange. Mr. Riady is a member of the Remuneration Committee and the Nomination Committee of each of the Company, Lippo and LCR. Mr. Riady also holds directorship in certain subsidiaries of the Company, Lippo and LCR. Mr. Riady is the Executive Chairman of Overseas Union Enterprise Limited (‘‘OUE’’) and an executive director of Auric Pacific Group Limited (‘‘Auric’’). OUE and Auric are both listed on Singapore Exchange Securities Trading Limited. He is also a director of Lanius and Lippo Capital. Save as disclosed herein, Mr. Riady has not held any directorship in other listed public companies in the last three years.

Mr. Riady is a graduate of the University of Southern California and holds an Honorary Degree of Doctor of Business Administration from Napier University in the United Kingdom. He is one of the first Honorary University Fellows installed by the Hong Kong Baptist University in September 2006.

As at the Latest Practicable Date, Lippo Capital was indirectly interested in 1,120,987,842 Shares, representing approximately 56 per cent. of the issued share capital of the Company. Lippo Capital is wholly owned by Lanius, the trustee of a discretionary trust which was founded by Dr. Mochtar Riady, who does not have any interest in the share capital of Lanius. The beneficiaries of the trust include, inter alia, Mr. Riady and other members of the family. Accordingly, Mr. Riady was deemed to be interested in 1,120,987,842 Shares, representing approximately 56 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 Mr. Riady in the Company was 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, 2011 (the ‘‘Report of the Directors’’).

Dr. Mochtar Riady and Madam Lidya Suryawaty, the parents of Mr. Riady, were regarded as substantial shareholders of the Company under the SFO as at the Latest Practicable Date through their deemed interests in Lippo, the controlling shareholder of the Company. Save as disclosed herein and in the Report of the Directors, as at the Latest Practicable Date, Mr. Riady did not have any relationship with any Director, senior management, substantial or controlling shareholder of the Company.

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LETTER FROM THE BOARD

Mr. Riady does not have any service contract with the Company or any of its subsidiaries. He is subject to retirement by rotation and re-election at the Company’s annual general meetings in accordance with the Bye-laws. No emoluments or bonus were received by Mr. Riady from the Company or any of its subsidiaries for the year ended 31st December, 2011.

Furthermore, Mr. 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.

ANNUAL GENERAL MEETING

The notice convening the AGM is set out on pages 13 to 20 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 except where the chairman of the meeting, in good faith and in compliance with the Listing Rules, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, the Chairman of the AGM will, when applicable, 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.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the proposed grant of general mandates to issue and repurchase Shares, the proposed amendments to the Bye-laws and the proposed re-election of retiring Directors are each in the best interests of the Company and the Shareholders, and accordingly recommend 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 Chief Executive Officer

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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 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,

• For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

debentures and other 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).’’

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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 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

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NOTICE OF ANNUAL GENERAL MEETING

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.’’

1. 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.’’;

(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’’;

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NOTICE OF ANNUAL GENERAL MEETING

(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

• (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’’;

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NOTICE OF ANNUAL GENERAL MEETING

(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 semi-colon 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 Byelaw 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);

• (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’’;

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(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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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 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 Bye-laws of the Company, the English version shall prevail.

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