3SBio Inc. — Capital/Financing Update 2015

Aug 28, 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.

==> picture [74 x 35] intentionally omitted <==

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

MAJOR TRANSACTION AND AMENDMENT OF TERMS OF DISCLOSEABLE TRANSACTION

Reference is made to the announcement of Lippo and HKC dated 29 May 2015 (the “ May Announcement ”). Unless otherwise defined herein, capitalized terms in this announcement shall have the meaning as defined in the May Announcement.

The respective boards of directors of Lippo and HKC announce that on the date of this announcement, PLH entered into the Further Loan Agreement with LAAPL Subsidiary, a subsidiary of LAAPL which is a principal joint venture of Lippo and HKC, pursuant to which PLH shall advance the Further Loan to LAAPL Subsidiary.

In addition, on the date of this announcement, PLH and LAAPL Subsidiary agreed to amend the Loan Agreement as referred to in the May Announcement so that the repayment date and the interest rate going forward for the principal and accrued interest shall be the same as those provided under the Further Loan Agreement.

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

The applicable percentage ratios under rule 14.07 of the Listing Rules in respect of the Further Loan (on a standalone basis) are between 5% and 25% for HKC and one or more of the applicable percentage ratios in respect of the Further Loan (on a standalone basis) exceed 25% but are less than 100% for Lippo. Accordingly, the Further Loan by itself constitutes a discloseable transaction for HKC under Chapter 14 of the Listing Rules whereas it constitutes a major transaction for Lippo under Chapter 14 of the Listing Rules. However, as one or more of the applicable percentage ratios under rule 14.07 of the Listing Rules in respect of the Further Loan, when aggregated with the Loan and the Equity Subscription referred to in the May Announcement as well as the Interim Loan, exceed 25% but are less than 100%, the Further Loan constitutes a

1

major transaction for each of Lippo and HKC under Chapter 14 of the Listing Rules and are subject to the notification, publication and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

Pursuant to rule 14.44 of the Listing Rules, in lieu of a resolution to be passed at a general meeting of each of Lippo and HKC, written approval of the entering into of the Further Loan has been obtained from each of Lippo Capital and Hennessy respectively. Lippo Capital (together with its wholly-owned subsidiary, J & S Company Limited (“ J&S ”)) holds 327,008,219 Lippo Shares, representing approximately 66.31% of the Lippo Shares in issue as at the date of this announcement having the right to attend and vote at general meetings of Lippo. Hennessy holds 1,315,707,842 HKC Shares, representing approximately 65.84% of the HKC Shares in issue as at the date of this announcement having the right to attend and vote at general meetings of HKC. Since none of the Lippo Shareholders and the HKC Shareholders are required to abstain from voting under the Listing Rules if Lippo and HKC (as the case may be) were to convene general meetings for obtaining their respective shareholders’ approval for the Further Loan, and each of Lippo Capital and Hennessy has given a written approval to Lippo and HKC respectively in respect of the Further Loan, no general meeting of Lippo or HKC will therefore be convened to approve the Further Loan, as permitted under rule 14.44 of the Listing Rules.

A circular from each of Lippo and HKC containing, amongst others, details of the Further Loan Agreement will be despatched to the Lippo Shareholders and the HKC Shareholders respectively. In order to allow sufficient time to prepare the information to be included in the circulars, Lippo and HKC will respectively apply to the Stock Exchange for a waiver from strict compliance with rule 14.41(a) of the Listing Rules, which requires the circulars to be despatched within 15 business days after the publication of this announcement. Subject to the aforesaid waiver being granted, the circular of each of Lippo and HKC is expected to be despatched to the Lippo Shareholders and the HKC Shareholders respectively on or before 30 September 2015.

FURTHER LOAN AGREEMENT

The respective boards of directors of Lippo and HKC announce that on the date of this announcement and in addition to the transactions as disclosed in the May Announcement, PLH entered into the Further Loan Agreement with LAAPL Subsidiary, a subsidiary of LAAPL which is a principal joint venture of Lippo and HKC, pursuant to which PLH would advance the Further Loan to LAAPL Subsidiary.

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

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

Date of Further Loan 28 August 2015 Agreement : Lender : PLH

2

Borrower : LAAPL Subsidiary, a subsidiary of a principal joint venture of Lippo and HKC Proposed drawdown date: 31 August 2015 Amount to be advanced: S$100,000,000 (equivalent to approximately HK$563,840,000) Interest Rate: 6.5% per annum Repayment Date: 19 October 2017, or such other date as may be mutually agreed by the parties in writing Security: None

The Further Loan will be used to repay part of the existing indebtedness of the LAAPL Group (including principal and interest) and interest shall continue to accrue on such principal at the above interest rate.

AMENDMENTS TO THE LOAN AGREEMENT AS REFERRED TO IN THE MAY ANNOUNCEMENT

In addition, on the date of this announcement, PLH and LAAPL Subsidiary agreed to amend the Loan Agreement as referred to in the May Announcement so that the repayment date and the interest rate going forward for the principal and accrued interest shall be the same as those provided under the Further Loan Agreement.

INFORMATION ON LAAPL AND LAAPL SUBSIDIARY

LAAPL is a company incorporated in the Cayman Islands and a principal joint venture of Lippo and 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 68.3% in OUE Limited, the shares of which are listed on Singapore Exchange Securities Trading Limited.

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.

3

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 AMENDMENT OF TERMS OF LOAN AND ENTERING INTO THE FURTHER LOAN AGREEMENT

The LAAPL Group will directly and indirectly apply the proceeds of the Further Loan to repay part of the existing indebtedness of the LAAPL Group. After considering the funding need of the LAAPL Group and the interest rate of the Further Loan, the respective boards of Lippo and HKC consider the amended terms of the Loan and the terms of the Further 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. The Further Loan shall be financed by the HKC Group’s internal resources.

LISTING RULES IMPLICATIONS

The applicable percentage ratios under rule 14.07 of the Listing Rules in respect of the Further Loan (on a standalone basis) are between 5% and 25% for HKC and one or more of the applicable percentage ratios in respect of the Further Loan (on a standalone basis) exceed 25% but are less than 100% for Lippo. Accordingly, the Further Loan by itself constitutes a discloseable transaction for HKC under Chapter 14 of the Listing Rules whereas it constitutes a major transaction for Lippo under Chapter 14 of the Listing Rules. However, as one or more of the applicable percentage ratios under rule 14.07 of the Listing Rules in respect of the Further Loan, when aggregated with the Loan and the Equity Subscription referred to in the May Announcement as well as the Interim Loan, exceed 25% but are less than 100%, the Further Loan constitutes a major transaction for each of Lippo and HKC under Chapter 14 of the Listing Rules and are subject to the notification, publication and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

Pursuant to rule 14.44 of the Listing Rules, in lieu of a resolution to be passed at a general meeting of each of Lippo and HKC, written approval of the entering into of the Further Loan has been obtained from each of Lippo Capital and Hennessy respectively. Lippo Capital (together with its wholly-owned subsidiary, J & S) holds 327,008,219 Lippo Shares, representing approximately 66.31% of the Lippo Shares in issue as at the date of this announcement having the right to attend and vote at general meetings of Lippo. Hennessy holds 1,315,707,842 HKC Shares, representing approximately 65.84% of the HKC Shares in issue as at the date of this announcement having the right to attend and vote at general meetings of HKC. Since none of the Lippo Shareholders and the HKC Shareholders are required to abstain from voting under the Listing Rules if Lippo and HKC (as the case may be) were to convene general meetings for obtaining their respective shareholders’ approval for the Further Loan, and each of Lippo Capital and Hennessy has given a written approval to Lippo and HKC respectively in respect of the Further Loan, no general meeting of Lippo or HKC will therefore be convened to approve the Further Loan, as permitted under rule 14.44 of the Listing Rules.

4

A circular from each of Lippo and HKC containing, amongst others, details of the Further Loan Agreement will be despatched to the Lippo Shareholders and the HKC Shareholders respectively. In order to allow sufficient time to prepare the information to be included in the circulars, Lippo and HKC will respectively apply to the Stock Exchange for a waiver from strict compliance with rule 14.41(a) of the Listing Rules, which requires the circulars to be despatched within 15 business days after the publication of this announcement. Subject to the aforesaid waiver being granted, the circular of each of Lippo and HKC is expected to be despatched to the Lippo Shareholders and the HKC Shareholders respectively on or before 30 September 2015.

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

DEFINITIONS

Unless otherwise defined herein, capitalized terms in this announcement shall have the meaning as defined in the May Announcement. In this announcement, the following terms shall have the meaning as defined below:

meaning as defined below:
“Further Loan”	the loan to be advanced by PLH to LAAPL Subsidiary in the
	aggregate amount of S$100,000,000 (equivalent to
	approximately HK$563,840,000) on and subject to the terms of
	the Further Loan Agreement;
“Further Loan Agreement”	the loan agreement entered into between PLH and LAAPL
	Subsidiary on 28 August 2015;
“Hennessy”	Hennessy Holdings Limited, an indirect wholly-owned
	subsidiary of Lippo and a substantial shareholder of HKC;
“HKC Shares”	ordinary shares in the issued share capital of HKC;
“HKC Shareholders”	the holders of HKC Shares;
“Interim Loan”	a loan advanced by PLH to LAAPL Subsidiary in the aggregate
	amount of S$7,000,000 (equivalent to approximately
	HK$39,469,000) on 24 August 2015 which is unsecured, bears
	interest at 6.5% per annum and is repayable on demand;
“Lippo Capital”	Lippo Capital Limited, a substantial shareholder of Lippo;
“Lippo Shares”	ordinary shares in the issued share capital of Lippo; and
“Lippo Shareholders”	the holders of Lippo Shares.

5

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$5.6384. 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 LIPPO LIMITED Davy Lee Secretary

By Order of the Board HONGKONG CHINESE LIMITED Andrew Hau Secretary

Hong Kong, 28 August 2015

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

Non-executive Director: Mr. Leon Nim Leung Chan

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

6