3SBio Inc. — Capital/Financing Update 2015

Nov 30, 2015

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 with limited liability) (Stock Code: 226)

(Incorporated in Bermuda with limited liability)

(Stock Code: 655)

JOINT ANNOUNCEMENT

DISCLOSEABLE TRANSACTION

The respective boards of directors of Lippo and HKC announce that on the date of this announcement, PLH, a wholly-owned subsidiary of HKC, entered into the New Loan Agreement with LAAPL Subsidiary as borrower, pursuant to which PLH agreed to make available the New Loan Facility to LAAPL Subsidiary. The LAAPL Subsidiary is a subsidiary of LAAPL which is a principal joint venture of HKC.

PLH is an indirect wholly-owned subsidiary of HKC which in turn is an approximate 65.84% indirect subsidiary of Lippo.

In respect of the New Loan:

• (1) as the applicable percentage ratios under rule 14.07 of the Listing Rules in respect of the New Loan (both on a standalone basis and when aggregated with the Second Interim Loan) exceed 5% but less than 25%, the New Loan constitutes a discloseable transaction for each of Lippo and HKC under Chapter 14 of the Listing Rules and are subject to the reporting and announcement requirements but are exempted from shareholders’ approval requirement under the Listing Rules; and

• (2) when aggregated with the transactions referred to in the joint announcements made by Lippo and HKC on 29 May 2015 and 28 August 2015 (the “ Previous Transactions ”) as well as the Second Interim Loan, as one or more of the applicable percentage ratios under rule 14.07 of the Listing Rules exceed 25% but are less than 100%, the New Loan would constitute a major transaction for each of Lippo and HKC under Chapter 14 of the Listing Rules. Given Lippo and HKC had complied with the major transaction requirements in respect of the Previous Transactions, the New Loan would not be required to be reclassified by aggregating with the Previous Transactions.

The applicable percentage ratios under rule 14.07 of the Listing Rules in respect of the Second Interim Loan on a standalone basis were less than 5% and when aggregated with the Previous Transactions, remained between 25% and 100% and accordingly, no reclassification of the Second Interim Loan transaction was required at the time.

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PROVISION OF NEW LOAN FACILITY

The respective boards of directors of Lippo and HKC announce that on the date of this announcement, PLH, a wholly-owned subsidiary of HKC, entered into the New Loan Agreement with LAAPL Subsidiary as borrower, pursuant to which PLH agreed to make available the New Loan Facility to LAAPL Subsidiary. The LAAPL Subsidiary is a subsidiary of LAAPL which is a principal joint venture of HKC.

PLH is an indirect wholly-owned subsidiary of HKC which in turn is an approximate 65.84% indirect subsidiary of Lippo.

The New Loan Agreement

Summarised below are the key terms of the New Loan Agreement.

Date of New Loan	30 November 2015
Agreement :
Lender:	PLH
Borrower :	LAAPL Subsidiary, a subsidiary of a principal joint venture of
	HKC
New Loan Facility:	A loan facility in the principal amount of S$38,000,000
	(equivalent to approximately HK$209,027,000)
Drawdown Period:	All but not part only of the principal amount available under the
	New Loan Facility may be drawn down by the Borrower in a
	single tranche of the entire principal amounts during the
	Availability Period.
Interest Rate:	6.5% per annum
Repayment Date:	19 October 2017, unless otherwise agreed by the parties
Security:	None

FUNDING OF THE NEW LOAN

The HKC Group will finance the New Loan from its internal resources.

INFORMATION ON LAAPL AND LAAPL SUBSIDIARY

LAAPL is a company incorporated in the Cayman Islands and a principal joint venture of HKC. LAAPL Subsidiary is a company incorporated in the British Virgin Islands and is owned as to approximately 92.05% by LAAPL. The principal business activity of each of LAAPL and LAAPL Subsidiary is investment holding. The LAAPL Group has an aggregate interest of approximately 68.52% in OUE Limited, the shares of which are listed on Singapore Exchange Securities Trading Limited.

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To the best of the knowledge, information and belief of the Lippo Directors and the HKC Directors respectively, having made all reasonable enquiries, the other shareholder of LAAPL and the other shareholder of LAAPL Subsidiary (and their respective ultimate beneficial owners) are third parties independent of Lippo and HKC and their respective connected persons.

INFORMATION ON LIPPO, HKC AND PLH

The principal business activity of Lippo is investment holding. The principal activities of the subsidiaries, associates, joint ventures and joint operations 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, associates and joint ventures 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.

The principal business activity of PLH is investment holding. PLH is an indirect wholly-owned subsidiary of HKC which in turn is an approximate 65.84% indirect subsidiary of Lippo.

REASONS FOR ENTERING INTO OF THE NEW LOAN AGREEMENT

The LAAPL Group will directly and indirectly apply the proceeds of the New Loan to repay part of the third party bank financing of the LAAPL Group and for working capital purposes. After considering the funding need of the LAAPL Group and the interest rate of the New Loan, the respective boards of Lippo and HKC consider the terms of the New Loan to be fair and reasonable and on normal commercial terms and in the interests of Lippo and HKC and their respective shareholders as a whole.

LISTING RULES IMPLICATIONS

In respect of the New Loan:

• (1) as the applicable percentage ratios under rule 14.07 of the Listing Rules in respect of the New Loan (both on a standalone basis and when aggregated with the Second Interim Loan) exceed 5% but less than 25%, the New Loan constitutes a discloseable transaction for each of Lippo and HKC under Chapter 14 of the Listing Rules and are subject to the reporting and announcement requirements but are exempted from shareholders’ approval requirement under the Listing Rules; and

• (2) when aggregated with the transactions referred to in the joint announcements made by Lippo and HKC on 29 May 2015 and 28 August 2015 (the " Previous Transactions ") as well as the Second Interim Loan, as one or more of the applicable percentage ratios under rule 14.07 of the Listing Rules exceed 25% but are less than 100%, the New Loan would constitute a major transaction for each of Lippo and HKC under Chapter 14 of the Listing Rules. Given Lippo and HKC had complied with the major transaction requirements in respect of the Previous Transactions, the New Loan would not be required to be reclassified by aggregating with the Previous Transactions.

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The applicable percentage ratios under rule 14.07 of the Listing Rules in respect of the Second Interim Loan on a standalone basis were less than 5% and when aggregated with the Previous Transactions, remained between 25% and 100% and accordingly, no reclassification of the Second Interim Loan transaction was required at the time.

DEFINITIONS

• “connected persons”

• “Availability Period”

has the meaning ascribed to such term under the Listing Rules; the period commencing from the date of the New Loan Agreement to the last Business Day of the first calendar month from the date of the New Loan Agreement or otherwise agreed by the parties;

• “HKC”

• Hongkong Chinese Limited (香港華人有限公司*), a company incorporated in Bermuda with limited liability whose shares are listed on the Main Board of the Stock Exchange and an approximate 65.84% indirect subsidiary of Lippo;

• “HKC Directors” the directors of HKC;

• “HKC Group” HKC and its subsidiaries;

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China;

• “LAAPL” Lippo ASM Asia Property Limited, a company incorporated in the Cayman Islands and a principal joint venture of HKC. Its issued share capital comprised of: (i) voting, nonparticipating class “A” shares of US$1.00 each; (ii) nonvoting, participating class “B” shares of US$1.00 each; and (iii) non-voting, participating class “C” shares of US$1.00 each. The HKC Group is interested in 50% of all the class “A” shares in issue and 100% of all the class “B” shares in issue which entitled the HKC Group to 50% of the voting rights and approximately 94.26% of the profit sharing of LAAPL;

• “LAAPL Group”

• LAAPL and its subsidiaries (excluding OUE Limited and its subsidiaries);

• “LAAPL Subsidiary”

• Fortune Code Limited, a company incorporated in the British Virgin Islands with limited liability and a subsidiary of LAAPL which in turn is a principal joint venture of HKC;

• “Lippo”

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

• “Lippo Directors”

the directors of Lippo;

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“Listing Rules”

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

“New Loan”

• the loan to LAAPL Subsidiary made or to be made by PLH under the New Loan Agreement;

• “New Loan Facility” the loan facility to be provided by PLH to LAAPL Subsidiary in the maximum principal amount of S$38,000,000 (equivalent to approximately HK$209,027,000) on and subject to the terms of the New Loan Agreement;

• “New Loan Agreement” the New Loan agreement entered into between PLH and LAAPL Subsidiary on 30 November 2015;

• “PLH” Pacific Landmark Holdings Limited, an indirect wholly-owned subsidiary of HKC which in turn is an approximate 65.84% indirect subsidiary of Lippo;

• “Second Interim Loan” a loan advanced by PLH to LAAPL Subsidiary in the aggregate amount of S$2,000,000 (equivalent to approximately HK$11,001,000) on 12 October 2015 which is unsecured, bears interest at 6.5% per annum and is repayable on demand;

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited;

• “HK$” Hong Kong dollar, the lawful currency of Hong Kong;

• “S$” Singapore dollar, the lawful currency of the Republic of Singapore; and

“%” per cent.

For the purpose of illustration only and unless otherwise stated, conversion of S$ into HK$ in this announcement is based on the exchange rate of S$1.00 to HK$5.5007. Such conversion should not be construed as a representation that any amount has been, could have been, or may be, exchanged at this or any other rate.

By Order of the Board By Order of the Board LIPPO LIMITED HONGKONG CHINESE LIMITED Davy Lee Andrew Hau Secretary Secretary

Hong Kong, 30 November 2015

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

Lippo

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

HKC

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

Non-executive Directors: Mr. Jark Pui Lee 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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