3SBio Inc. — Capital/Financing Update 2009

Nov 25, 2009

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)

CONNECTED TRANSACTION

DISPOSAL OF LIPPO INVESTMENTS MANAGEMENT LIMITED

The Board announces that on 25th November, 2009, Lippo Asia, an indirect wholly-owned subsidiary of the Company, entered into the Sale and Purchase Agreement with Lippo Finance, a wholly-owned subsidiary of Lippo, whereby Lippo Asia agreed to sell, and Lippo Finance agreed to acquire, the entire issued share capital of Lippo Investments. Upon Completion, the Company will no longer hold any equity interest in Lippo Investments.

The aggregate Consideration for the Sale Shares is HK$14,982,068 which was negotiated and determined on an arm's length basis and on normal commercial terms with reference to the net asset value of Lippo Investments.

Lippo Asia is an indirect wholly-owned subsidiary of the Company which in turn is beneficially owned as to approximately 55.83 per cent. by Lippo. Thus, Lippo is regarded as a substantial shareholder of the Company. Lippo Finance, being a wholly-owned subsidiary of Lippo, is regarded as an associate of Lippo. Accordingly, Lippo Finance is a connected person of the Company, and therefore the Disposal constitutes a connected transaction for the Company under Rule 14A.13 of the Listing Rules.

Since the relevant percentage ratios (as defined in the Listing Rules) for the Disposal exceed 0.1 per cent. but are less than 2.5 per cent., the Company is exempt from the independent shareholders' approval requirements and only subject to the reporting and announcement requirements under Rule 14A.32 of the Listing Rules.

INTRODUCTION

The Board announces that on 25th November, 2009, Lippo Asia, an indirect wholly-owned subsidiary of the Company, entered into the Sale and Purchase Agreement with Lippo Finance, a wholly-owned subsidiary of Lippo, whereby Lippo Asia agreed to sell, and Lippo Finance agreed to acquire, the entire issued share capital of Lippo Investments.

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PRINCIPAL TERMS OF THE SALE AND PURCHASE AGREEMENT

Date: 25th November, 2009 Parties: Vendor: Lippo Asia Purchaser: Lippo Finance Subject matter: Lippo Asia agreed to sell, and Lippo Finance agreed to acquire, 15,000,000 Shares in the issued share capital of Lippo Investments, representing the entire issued share capital of Lippo Investments. Consideration: The aggregate Consideration for the Sale Shares is HK$14,982,068 and shall be payable by Lippo Finance to Lippo Asia on Completion. The Consideration was negotiated and determined on an arm's length basis and on normal commercial terms with reference to the net asset value of Lippo Investments. The audited net asset value of Lippo Investments for the financial year ended 31st December, 2008 is HK$16,333,451.

Completion: Completion of the Sale and Purchase Agreement is to take place on the Completion Date, being the third Business Day following the day on which the last of the conditions precedent is satisfied (or otherwise waived) or such other date as the parties may mutually agree in writing. Other terms: The Sale and Purchase Agreement is subject to the satisfaction of the following conditions precedent:

• (1) the transactions envisaged by, and the performance of the obligations by Lippo Asia and Lippo Finance (as the case may be) pursuant to, the Sale and Purchase Agreement being approved by the shareholders of its holding companies (if required); and

• (2) all necessary authorisations, consents and approvals of all governmental or regulatory authorities, which may be required to implement the Sale and Purchase Agreement, being obtained.

Lippo Investments is a licensed corporation regulated by the SFO. Approval has been obtained from the Securities and Futures Commission of Hong Kong pursuant to section 132 of the SFO for Lippo Finance to become a new substantial shareholder (within the meaning under the SFO) of Lippo Investments.

INFORMATION ON LIPPO ASIA, LIPPO FINANCE AND LIPPO INVESTMENTS

Lippo Asia is an indirect wholly-owned subsidiary of the Company. The principal business activity of Lippo Asia is investment holding.

Lippo Finance is a wholly-owned subsidiary of Lippo. The principal business activity of Lippo Finance is investment holding.

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Lippo Investments is a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of Lippo Asia. Its principal business activity is fund management.

REASONS FOR THE DISPOSAL

The Board is of the view that the Disposal is in line with the Group's strategy of divesting its non-core assets as and when appropriate opportunity arises. Moreover, the Board considers the Disposal will enhance the working capital of the Group.

The Board, including the independent non-executive directors, considers the terms of the Sale and Purchase Agreement have been negotiated and arrived at on arm's length basis and on normal commercial terms. The Board, including the independent non-executive directors, also considers that the terms of the Sale and Purchase Agreement are fair and reasonable so far as the shareholders of the Company are concerned and that such terms are in the interests of the Company and its shareholders as a whole.

EFFECTS AND FINANCIAL IMPLICATIONS OF THE DISPOSAL

The audited financial information of Lippo Investments for the two financial years ended 31st December, 2007 and 31st December, 2008 are as follows:-

	For the year ended	For the year ended
	31st December, 2007	31st December, 2008
	HK$	HK$
Net profit/(loss) before taxation	98,492	(187,096)
and extraordinary items
Net profit/(loss) after taxation	98,492	(187,096)
and extraordinary items

Since the Consideration was determined with reference to the net asset value of Lippo Investments, no gain or loss is expected to arise from the Disposal.

The net proceeds of approximately HK$14,967,000 after expenses will be used as the general working capital of the Group. Upon Completion, the Company will no longer hold any equity interest in Lippo Investments.

LISTING RULES IMPLICATIONS

Lippo Asia is an indirect wholly-owned subsidiary of the Company which in turn is beneficially owned as to approximately 55.83 per cent. by Lippo. Thus, Lippo is regarded as a substantial shareholder of the Company. Lippo Finance, being a wholly-owned subsidiary of Lippo, is regarded as an associate of Lippo. Accordingly, Lippo Finance is a connected person of the Company, and therefore the Disposal constitutes a connected transaction for the Company under Rule 14A.13 of the Listing Rules.

Since the relevant percentage ratios (as defined in the Listing Rules) for the Disposal exceed 0.1 per cent. but are less than 2.5 per cent., the Company is exempt from the independent shareholders' approval requirements and only subject to the reporting and announcement requirements under Rule 14A.32 of the Listing Rules.

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GENERAL

The principal business activity of the Company is investment holding. The principal activities of its subsidiaries include investment holding, property investment and development, property management, fund management, underwriting, corporate finance, securities broking, securities investment, treasury investment, money lending, banking and other related financial services.

DEFINITIONS

Unless otherwise defined or stated, terms used herein shall have the following meanings:

"associate"	has the meaning ascribed thereto in the Listing Rules;
"Board"	the board of directors of the Company;
"Business Day"	any day (other than a Saturday, Sunday or public holiday in Hong Kong,
	or any day on which a tropical typhoon signal no. 8 (or above) or a
	black rainstorm warning is hoisted at any time between 9:00 a.m. and
	4:00 p.m. in Hong Kong) on which banks located in Hong Kong are
	open for the purpose of conducting commercial banking business;
"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 and owned as to approximately 55.83
	per cent. by Lippo;
"Completion"	the completion of the sale and purchase of the Sale Shares pursuant to
	the Sale and Purchase Agreement on or before the Long Stop Date;
"Completion Date"	the third Business Day following the day on which the last of the
	conditions precedent is satisfied (or otherwise waived) or such other
	date as the parties may mutually agree in writing;
"connected person"	has the meaning ascribed thereto in the Listing Rules;
"Consideration"	HK$14,982,068;
"Disposal"	disposal of Lippo Investments;
"Group"	the Company and its subsidiaries;
"Hong Kong"	the Hong Kong Special Administrative Region of the People's Republic
	of China;
"Lippo"	Lippo Limited力寶有限公司, a company incorporated in Hong Kong
	with limited liability whose securities are listed on the Stock Exchange;

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"Lippo Asia"	Lippo Asia Limited 力寶亞洲有限公司, a company incorporated in
	Hong Kong with limited liability and an indirect wholly-owned
	subsidiary of the Company;
"Lippo Finance"	Lippo Finance Holdings Limited, a company incorporated in the British
	Virgin Islands with limited liability and a wholly-owned subsidiary of
	Lippo;
"Lippo Investments"	Lippo Investments Management Limited力寶投資管理有限公司, a
	company incorporated in Hong Kong with limited liability and a
	wholly-owned subsidiary of Lippo Asia;
"Listing Rules" or "Rule"	the Rules Governing the Listing of Securities on the Stock Exchange;
"Long Stop Date"	31st December, 2009, or such other date as shall be agreed between the
	parties in writing;
"Sale and Purchase	the conditional sale and purchase agreement dated 25th November, 2009
Agreement"	between Lippo Asia, as vendor, and Lippo Finance, as purchaser, in
	relation to the Disposal;
"Sale Shares"	15,000,000 Shares, representing the entire issued capital of Lippo
	Investments;
"Shares"	ordinary shares of HK$1.00 each in the issued share capital of Lippo
	Investments;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"substantial shareholder"	has the meaning ascribed thereto in the Listing Rules;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong; and
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
	Kong).
	By Order of the Board
	HONGKONG CHINESE LIMITED
	Andrew Hau
	Secretary

Hong Kong, 25th November, 2009

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

* For identification purpose only

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