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3SBio Inc. Capital/Financing Update 2009

Sep 18, 2009

49981_rns_2009-09-18_c4044fd2-071f-4b9b-aeb5-0b2a69c7e81e.pdf

Capital/Financing Update

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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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LIPPO LIMITED 力 寶 有 限 公 司 (Incorporated in Hong Kong with limited liability) (Stock Code: 226)

HONGKONG CHINESE LIMITED

香 港 華 人 有 限 公 司 * (Incorporated in Bermuda with limited liability) (Stock Code: 655)

JOINT ANNOUNCEMENT DISCLOSEABLE TRANSACTION DISPOSAL OF A PROPERTY IN SINGAPORE

The board of directors of each of Lippo and HKC are pleased to announce that on 18th September, 2009, the Seller entered into the Sale and Purchase Agreement with the Purchaser pursuant to which the Purchaser has agreed to purchase, and the Seller has agreed to sell, the Property. The Seller is an indirect wholly-owned subsidiary of HKC which in turn is owned as to approximately 55.83 per cent. by Lippo.

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The Disposal constitutes a discloseable transaction for each of Lippo and HKC under Chapter 14 of the Listing Rules as it exceeds 5 per cent. but does not exceed 25 per cent. of one or more of the applicable percentage ratios (as defined in the Listing Rules) of each of Lippo and HKC.

INTRODUCTION

The board of directors of each of Lippo and HKC are pleased to announce that on 18th September, 2009, the Seller entered into the Sale and Purchase Agreement with the Purchaser pursuant to which the Purchaser has agreed to purchase, and the Seller has agreed to sell, the Property. The Seller is an indirect wholly-owned subsidiary of HKC which in turn is owned as to approximately 55.83 per cent. by Lippo.

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TERMS OF THE SALE AND PURCHASE AGREEMENT

A summary of the principal terms of the Sale and Purchase Agreement is as follows:

Date: 18th September, 2009 Parties: (1) Lippo (S) Pte. Ltd., being the Seller The principal business activity of the Seller is property development and investment and the Seller is a wholly-owned subsidiary of HKC which is owned as to approximately 55.83 per cent. by Lippo.

  • (2) Caramba Investments (S) Pte. Ltd., being the Purchaser

  • According to relevant public records, the principal business activity of the Purchaser is holding of investments in real estate. To the best of the knowledge, information and belief of the directors of each of Lippo and HKC and having made all reasonable enquiries, the Purchaser and its beneficial owners are third parties independent of and not connected with Lippo or HKC or their respective connected persons (as defined in the Listing Rules).

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  • Subject Matter: The Property, being the whole of Lots 1362W and 1363V both of Mukim 34 containing an area of approximately 787 square metres and approximately 802 square metres or thereabouts and comprising the property known as 256 Ocean Drive, located at Sentosa Cove, Singapore.

The Property is free from encumbrances and is to be sold on an "as is" basis.

  • Sale Price:

  • The Sale Price for the Property is S$17,800,000 (equivalent to approximately HK$97,686,000), comprising of (i) the Signing Deposit of S$178,000 (equivalent to approximately HK$977,000) paid on the signing of the Sale and Purchase Agreement and (ii) the Completion Balance to be paid on the Completion Date.

The Signing Deposit has been paid by the Purchaser on the signing of the Sale and Purchase Agreement. In the event that the Purchaser for whatever

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reason fails to complete the purchase of the Property on the Completion Date or fails to comply with the terms of the Sale and Purchase Agreement, the Seller may give written notice of intention to cancel the Sale and Purchase Agreement and upon expiry of such notice period, the Seller shall be entitled to treat the Sale and Purchase Agreement as cancelled and to forfeit the Signing Deposit and any other moneys paid by the Purchaser.

The Sale Price was determined after arm's length negotiations between the Seller and the Purchaser on normal commercial terms with reference to the prevailing market value of the Property taking into account of the market value of properties of comparable size and quality in nearby area where the Property is located and by reference to the recent valuation of the Property obtained by or on behalf of the Seller from independent valuers.

Completion:

The completion of the Sale and Purchase Agreement is to take place on the Completion Date, being the date of expiry of seven days from the date of the Sale and Purchase Agreement but if such completion date falls on a Saturday, Sunday or public holiday, completion shall take place on the next business day.

At completion of the Sale and Purchase Agreement, the Purchaser shall pay the Completion Balance to the Seller and the Seller shall execute and deliver a proper assurance of the Property to the Purchaser.

REASONS FOR AND BENEFIT OF THE DISPOSAL

The Property was acquired by the Seller on or around March 2004 and the construction of the Property was completed on or around 2008 and the book value of the Property as shown in the latest management accounts of the Seller was approximately S$17,753,000 (equivalent to approximately HK$97,429,000). Following the global economic downturn since the fourth quarter of last year, there had been a significant drop in real estate prices in Singapore towards the end of 2008 and for the beginning of 2009. Although global market conditions remain challenging due to weak economic fundamentals, there has been positive data recovery of the property market in Singapore and prices of real estate in Singapore have stabilized and recovered in the recent months. The directors of each of Lippo and HKC consider the Disposal represents a good opportunity and time for the Group to realize certain of its investments, and the sale proceeds from the Disposal will provide additional working capital for the Group.

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Based on the Sale Price, it is estimated that the HKC Group will record a gain of approximately HK$257,000 as a result of the Disposal, representing the difference between the Sale Price and the book cost of the Property. The Property was, prior to the Disposal, a non-revenue generating property for the Group as it was primarily for own use of the Group.

The directors of each of Lippo and HKC also consider the Disposal is in the interests of each of the Lippo Group and HKC Group, as the case may be, and that the terms of the Disposal are on normal commercial terms and are fair and reasonable and in the interests of the shareholders of Lippo and HKC, as the case may be, as a whole.

INFORMATION ON LIPPO AND HKC

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

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

LISTING RULES IMPLICATIONS

The Disposal constitutes a discloseable transaction for each of Lippo and HKC under Chapter 14 of the Listing Rules as it exceeds 5 per cent. but does not exceed 25 per cent. of one or more of the applicable percentage ratios (as defined in the Listing Rules) of each of Lippo and HKC.

DEFINITIONS

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

"Completion Balance" the Sale Price less the Signing Deposit, being the balance of Sale Price to be paid by the Purchaser at completion of the Sale and Purchase Agreement on the Completion Date;

"Completion Date" the completion date of the Sale and Purchase Agreement, being the date of expiry of seven days from the date of the Sale and Purchase Agreement but if such completion date falls on a Saturday, Sunday or public holiday, completion shall take place on the next business day;

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“Disposal”

"Group"

  • "HKC"

"HKC Group"

"Hong Kong"

"Lippo"

"Lippo Group"

"Listing Rules"

"Property"

"Purchaser"

  • "Sale and Purchase Agreement"

"Sale Price"

"Seller"

the disposal of the Property pursuant to the Sale and Purchase Agreement;

collectively, Lippo Group and HKC Group;

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 a subsidiary owned as to approximately 55.83 per cent. by Lippo;

HKC and its subsidiaries;

the Hong Kong Special Administrative Region of the People's Republic of China;

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;

Lippo and its subsidiaries;

the Rules Governing the Listing of Securities on the Stock Exchange;

  • the whole of Lots 1362W and 1363V both of Mukim 34 containing an area of approximately 787 square metres and approximately 802 square metres or thereabouts and comprising the property known as 256 Ocean Drive, located at Sentosa Cove, Singapore;

  • Caramba Investments (S) Pte. Ltd., a company incorporated in Singapore with limited liability and the purchaser of the Property as contemplated under the Sale and Purchase Agreement;

the sale and purchase agreement dated 18th September, 2009 entered into between the Purchaser and the Seller;

the sale price for the Property, being an aggregate amount of S$17,800,000 (equivalent to approximately HK$97,686,000);

Lippo (S) Pte. Ltd., a company incorporated in Singapore with limited liability and an indirect wholly-owned subsidiary of HKC and being the seller of the Property as contemplated under the Sale and Purchase Agreement;

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"Signing Deposit"

the signing deposit of S$178,000 (equivalent to approximately HK$977,000) payable on the signing of the Sale and Purchase Agreement, comprising part of the Sale Price;

"Singapore"

the Republic of Singapore;

"Stock Exchange"

The Stock Exchange of Hong Kong Limited;

"HK$"

Hong Kong dollar, the lawful currency of Hong Kong; and

"S$"

Singapore dollar, the lawful currency of Singapore.

By Order of the Board LIPPO LIMITED Davy Lee Secretary

By Order of the Board HONGKONG CHINESE LIMITED Andrew Hau Secretary

Hong Kong, 18th September, 2009

The board composition of each of Lippo and HKC as at the date of this announcement is as follows:

Lippo

Executive Directors: Mr. Stephen Tjondro Riady (Chairman) Mr. John Luen Wai Lee (Managing Director and Chief Executive Officer) Mr. Lee Jark Pui

Non-executive Director: Mr. Leon Nim Leung Chan

HKC

Non-executive Directors: Dr. Mochtar Riady (Chairman) Mr. Leon Nim Leung Chan

Executive Directors:

Mr. Stephen Tjondro Riady (Chief Executive Officer) Mr. John Luen Wai Lee Mr. Kee Yee Kor

Independent Non-executive Directors: Mr. Edwin Neo Mr. Victor Ha Kuk Yung Mr. King Fai Tsui

Independent Non-executive Directors:

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

* For identification purpose only

For use in this announcement and for illustration purposes only, conversion of S$ into HK$ is based on the approximate exchange rate of HK$5.488 to S$1 as at 18th September, 2009. No representation is made that any amount in S$ or HK$ could be converted at such rate or any other rates.

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