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3SBio Inc. Capital/Financing Update 2012

Nov 30, 2012

49981_rns_2012-11-30_cac5f2d5-90fb-4321-94e0-3ed2a5782e52.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 HONGKONG CHINESE LIMITED 力 寶 有 限 公 司 香 港 華 人 有 限 公 司 * (Incorporated in Hong Kong (Incorporated in Bermuda with limited liability) with limited liability) (Stock Code: 226) (Stock Code: 655)

JOINT ANNOUNCEMENT

DISCLOSEABLE TRANSACTION RELATING TO THE PROVISION OF A LOAN FACILITY

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The board of directors of each of Lippo and HKC are pleased to announce that pursuant to the Loan Agreement entered into between the Lender, an indirect wholly-owned subsidiary of HKC, and the Borrower on 30th November, 2012, the Lender agreed to grant to the Borrower a loan facility of up to HK$125,000,000 subject to the terms of the Loan Agreement.

As one of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Loan for Lippo and HKC exceeds 5 per cent. but is less than 25 per cent., the provision of the Loan constitutes a discloseable transaction for each of Lippo and HKC under Chapter 14 of the Listing Rules and when aggregated with the transactions previously announced under the Previous Announcements, remain a discloseable transaction for each of Lippo and HKC under the Listing Rules.

INTRODUCTION

The board of directors of each of Lippo and HKC are pleased to announce that pursuant to the Loan Agreement entered into between the Lender and the Borrower on 30th November, 2012, the Lender agreed to grant to the Borrower a loan facility of up to HK$125,000,000 subject to the terms of the Loan Agreement. It is a condition under the Loan Agreement that the Loan will become available to the Borrower upon the execution by the Guarantor, the shareholder of the Borrower, of (i) the Guarantee; and (ii) the Equitable Mortgage, both in favour of the Lender as soon as practicable and in any event, not later than the Drawdown Date. The Lender is an indirect wholly-owned subsidiary of HKC which in turn is owned as to approximately 56.21 per cent. by Lippo.

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PRINCIPAL TERMS OF THE LOAN AGREEMENT

A summary of the principal terms of the Loan Agreement is as follows:

Date: 30th November, 2012

Parties: (1) Skyblue International Limited, being the Lender

The principal business activity of the Lender is investment holding. The Lender is an indirect wholly-owned subsidiary of HKC which is owned as to approximately 56.21 per cent. by Lippo.

  • (2) Seeger Worldwide Limited, being the Borrower

To the best of the knowledge, information and belief of the directors of each of Lippo and HKC and having made all reasonable enquiry, the principal business activity of the Borrower is investment holding and the Borrower and its ultimate beneficial owner, the Guarantor, are third parties independent of each of Lippo and HKC and their respective connected persons (as defined in the Listing Rules).

Amount of the Loan: Up to HK$125,000,000

Maturity Date: The fourth anniversary of the Drawdown Date

Interest: 6 per cent. per annum

Prepayment: The Borrower may prepay the Loan, in whole or in part, by giving at least 3 business days' prior written notice to the Lender or shall fully repay the Loan upon the occurrence of the specified events under the Loan Agreement including but not limited to the insolvency events of the Borrower or the cessation of the Borrower to be majority owned by the Guarantor.

Condition It is a condition under the Loan Agreement that: and Security:

  • (1) the Guarantor shall execute the Guarantee pursuant to which the Guarantor shall guarantee to the Lender, unconditionally and irrevocably, as principal and not merely as surety, until final payment has been made, the due and prompt payment by the Borrower of the Financial Indebtedness and the due and punctual performance by the Borrower of all its obligations and liabilities under the Loan Agreement, as soon as practicable and in any event, not later than the Drawdown Date;

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  • (2) the Guarantor shall execute the Equitable Mortgage in favour of the Lender as security for the Financial Indebtedness and the obligations of the Borrower under the Loan Agreement as soon as practicable and in any event, not later than the Drawdown Date; and

  • (3) the Borrower shall deliver or procure the Guarantor to deliver the original title deeds (or equivalent title documents) and other documents in respect of the Property to the Lender for custody within one month from the Drawdown Date.

REASONS FOR THE PROVISION OF THE LOAN

The directors of each of Lippo and HKC are of the view that the entering into of the Loan Agreement is in the Group's ordinary and usual course of business which enables the Group to make efficient use of its surplus fund as well as providing an additional source of income to the Group. The terms of the Loan Agreement including the interest rate were arrived at after arm's length negotiations between the parties.

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The directors of each of Lippo and HKC consider the provision of the Loan is in the interests of each of the Lippo Group and HKC Group, as the case may be, and that the terms of the Loan Agreement 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. The Loan will be funded by internal resources of the HKC Group.

INFORMATION ON LIPPO AND HKC

The principal business activity of Lippo is investment holding. The principal activities of the subsidiaries and associates of Lippo include investment holding, property investment, property development, hotel operation, food business, property management, project management, mineral exploration, extraction and processing, 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 and associates of HKC include investment holding, property investment, property development, hotel operation, project management, fund management, underwriting, corporate finance, securities broking, securities investment, treasury investment, money lending, banking and other related financial services.

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LISTING RULES IMPLICATIONS

As one of the applicable percentage ratios (as defined under the Listing Rules) in respect of the Loan for Lippo and HKC exceeds 5 per cent. but is less than 25 per cent., the provision of the Loan constitutes a discloseable transaction for each of Lippo and HKC under Chapter 14 of the Listing Rules and when aggregated with the transactions previously announced under the Previous Announcements, remain a discloseable transaction for each of Lippo and HKC under the Listing Rules.

DEFINITIONS

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

"Borrower" Seeger Worldwide Limited, a company incorporated in the British Virgin Islands with limited liability and wholly owned by the Guarantor;

"Drawdown Date" the date on which the Loan is drawn down; "Equitable Mortgage" an equitable mortgage to be granted by the Guarantor in favour of the Lender in respect of the Property as security for the Financial Indebtedness and the obligations of the Borrower under the Loan Agreement;

"Financial Indebtedness" the Loan and interest thereon and all other moneys due, owing or payable or to become due, owing or payable by the Borrower to the Lender under the Loan Agreement;

  • "Group" collectively, Lippo Group and HKC Group;

"Guarantee" a guarantee to be executed by the Guarantor in favour of the Lender in respect of the Financial Indebtedness and the obligations and liabilities of the Borrower under the Loan Agreement;

  • "Guarantor" Mr. Thio Gim Hock;

  • "HKC"

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 and a subsidiary owned as to approximately 56.21 per cent. by Lippo;

"HKC Group"

HKC and its subsidiaries;

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"Hong Kong"

"Lender"

"Lippo"

"Lippo Group"

"Listing Rules"

"Loan"

"Loan Agreement"

"Previous Announcements"

"Property"

"Singapore"

"Stock Exchange"

"HK$"

By Order of the Board LIPPO LIMITED Davy Lee Secretary

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

Skyblue International Limited, a company incorporated in the British Virgin Islands with limited liability and an indirect wholly-owned subsidiary of HKC;

Lippo Limited 力寶有限公司, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Stock Exchange;

Lippo and its subsidiaries;

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

the loan facility in the amount of up to HK$125,000,000 to be granted by the Lender to the Borrower pursuant to the terms and conditions of the Loan Agreement;

the loan agreement dated 30th November, 2012 entered into between the Lender and the Borrower relating to the granting of the Loan;

the joint announcements of Lippo and HKC dated 7th September, 2012 and 14th September, 2012 in relation to the option to purchase the Property by the Guarantor;

the whole of Lots 1342L and 1343C, Mukim 34 located at 259 Ocean Drive, Sentosa Cove, Singapore 098538;

the Republic of Singapore;

The Stock Exchange of Hong Kong Limited; and

Hong Kong dollar, the lawful currency of Hong Kong.

By Order of the Board HONGKONG CHINESE LIMITED Andrew Hau Secretary

Hong Kong, 30th November, 2012

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

Lippo

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

HKC

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

Non-executive Director: Mr. Leon Nim Leung Chan

Non-executive Director: Mr. Leon Nim Leung Chan

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

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