3SBio Inc. — Capital/Financing Update 2016

Oct 20, 2016

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 [75 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 PREVIOUS TRANSACTIONS

Reference is made to the joint announcements issued by Lippo and HKC dated 29 May 2015, 28 August 2015 and 30 November 2015 (together, the “ Announcements ”). Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meaning as defined in the Announcements.

The respective boards of directors of Lippo and HKC announce that on the date of this announcement, PSL entered into the October 2016 Loan Agreement with LAAPL Subsidiary, a subsidiary of LAAPL which is a principal joint venture of Lippo and HKC, pursuant to which PSL agreed to make available the October 2016 Loan Facility to LAAPL Subsidiary.

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

One or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the October 2016 Loan Facility, both on a standalone basis and after aggregating with the July 2016 Loan and the transactions referred to in the Announcements (the “ Previous Transactions ”), exceed 25% but are less than 100% for both Lippo and HKC. Accordingly, the October 2016 Loan Facility, both on a standalone basis and after aggregating with the Previous Transactions, constitutes a major transaction for each of Lippo and HKC under Chapter 14 of the Listing Rules and is subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

The applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the July 2016 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 July 2016 Loan transaction was required at the time.

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 provision of the October 2016 Loan Facility has been obtained from each of Lippo Capital (being a substantial shareholder of Lippo) and Hennessy (being a substantial shareholder of HKC) respectively. Lippo Capital (together

1

with its wholly-owned subsidiary, J & S Company Limited (“ J & S ”)) holds 369,376,219 Lippo Shares, representing approximately 74.90% 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, an indirect wholly-owned subsidiary of Lippo, 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 October 2016 Loan Facility, and each of Lippo Capital and Hennessy has given a written approval to Lippo and HKC respectively in respect of the October 2016 Loan Facility, no general meeting of Lippo or HKC will therefore be convened to approve the October 2016 Loan Facility, as permitted under Rule 14.44 of the Listing Rules.

A circular from each of Lippo and HKC containing, amongst others, details of the October 2016 Loan Agreement will be despatched to the Lippo Shareholders and 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 25 November 2016.

PROVISION OF THE OCTOBER 2016 LOAN FACILITY

Reference is made to the Announcements. Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meaning as defined in the Announcements.

The respective boards of directors of Lippo and HKC announce that on the date of this announcement, PSL entered into the October 2016 Loan Agreement with LAAPL Subsidiary, a subsidiary of LAAPL which is a principal joint venture of Lippo and HKC, pursuant to which PSL agreed to make available the October 2016 Loan Facility to LAAPL Subsidiary.

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

The October 2016 Loan Agreement

Summarised below are the key terms of the October 2016 Loan Agreement.

Date of agreement: 20 October 2016 Lender: PSL Borrower: LAAPL Subsidiary, a subsidiary of a principal joint venture of Lippo and HKC Loan facility: a loan facility in the principal amount of up to S$155,000,000 (equivalent to approximately HK$866,962,000)

2

the period commencing from 20 October 2016 to 31 January 2017 (both dates inclusive)

Availability period: the period commencing from 20 October 2016 to 31 January 2017 (both dates inclusive) Drawdown of the loan The LAAPL Subsidiary may, within the availability period, utilise facility: such part of the undrawn the October 2016 Loan Facility by delivery of a written notice to PSL. The October 2016 Loan Facility may be drawn down by the LAAPL Subsidiary by no more than five times and the aggregate of the October 2016 Loan to be advanced by PSL to the LAAPL Subsidiary shall not exceed the maximum amount of the October 2016 Loan Facility. Interest rate: 2.25% per annum Repayment date: repayable on demand Security: None

The October 2016 Loan will be used to repay part of the existing indebtedness of the LAAPL Group (including principal and interest) and/or working capital of the LAAPL Group and interest shall continue to accrue on such principal at the above interest rate.

AMENDMENTS TO THE PREVIOUS TRANSACTIONS

On the date of this announcement, PSL, as lender to the Loan Agreement, the Further Loan Agreement and the July 2016 Loan Agreement after PLH had assigned all the indebtedness under such agreements and all rights, interests, benefits and title therein to it, and LAAPL Subsidiary as borrower agreed to amend such agreements so that with respect to each of the Loan, the Further Loan and the July 2016 Loan, the repayment date as well as the interest rate going forward with effect from the date on which the October 2016 Loan Facility is first drawn by LAAPL Subsidiary under the October 2016 Loan Agreement shall be the same as those provided under the October 2016 Loan Agreement. Both PLH and PSL are indirect wholly-owned subsidiaries of HKC which in turn is an approximate 65.84% indirect subsidiary of Lippo.

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. LAAPL Group has an aggregate interest of approximately 68.63% 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 (as defined under the Listing Rules).

INFORMATION ON LIPPO, HKC AND PSL

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

REASONS FOR ENTERING INTO THE OCTOBER 2016 LOAN AGREEMENT

LAAPL Group will directly and indirectly apply the proceeds of the October 2016 Loan to repay part of the indebtedness of the LAAPL Group and/or for general working capital purposes of the LAAPL Group. After considering the funding need of the LAAPL Group and the interest rate of the October 2016 Loan, the respective boards of Lippo and HKC consider the terms of the October 2016 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 October 2016 Loan shall be financed through HKC Group’s internal resources and/or bank borrowings.

LISTING RULES IMPLICATIONS

One or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the October 2016 Loan Facility, both on a standalone basis and after aggregating with the July 2016 Loan and the transactions referred to in the Announcements (the “ Previous Transactions ”), exceed 25% but are less than 100% for both Lippo and HKC. Accordingly, the October 2016 Loan Facility, both on a standalone basis and after aggregating with the Previous Transactions, constitutes a major transaction for each of Lippo and HKC under Chapter 14 of the Listing Rules and is subject to the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

The applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the July 2016 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 July 2016 Loan transaction was required at the time.

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 provision of the October 2016 Loan Facility has been obtained from each of Lippo Capital (being a substantial shareholder of Lippo) and Hennessy (being a substantial shareholder of HKC) respectively. Lippo Capital (together with its wholly-owned subsidiary, J & S) holds 369,376,219 Lippo Shares, representing approximately 74.90% 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, an indirect wholly-owned subsidiary of Lippo, 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 October 2016 Loan Facility, and each of Lippo Capital and Hennessy has given a written approval to Lippo and HKC respectively in respect of the October 2016 Loan Facility, no general meeting of Lippo or HKC will therefore be convened to approve the October 2016 Loan Facility, 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 October 2016 Loan Agreement will be despatched to the Lippo Shareholders and 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 25 November 2016.

DEFINITIONS

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

“July 2016 Loan”	a loan advanced by PLH to LAAPL Subsidiary under the July
	2016 Loan Agreement in the amount of approximately
	S$14,959,000 (equivalent to approximately HK$83,670,000) on
	22 July 2016 which is unsecured and prior to the amendment of its
	terms as mentioned in the paragraph headed "Amendments to the
	Previous Transactions" in this announcement, bore interest at
	6.5% per annum;
“July 2016 Loan	the loan agreement entered into between PLH and LAAPL
Agreement”	Subsidiary on 19 July 2016 in respect of the July 2016 Loan;
“October 2016 Loan”	a loan advanced by PSL to LAAPL Subsidiary under the October
	2016 Loan Agreement;
“October 2016 Loan	the loan agreement entered into between PSL and LAAPL
Agreement”	Subsidiary on 20 October 2016;
“October 2016 Loan	the loan facility to be provided by PSL to LAAPL Subsidiary in
Facility”	the maximum principal amount of S$155,000,000 (equivalent to
	approximately HK$866,962,000) on and subject to the terms of
	the October 2016 Loan Agreement; and
“PSL”	Polar Step Limited, an indirect wholly-owned subsidiary of HKC
	which in turn is an approximate 65.84% indirect subsidiary of
	Lippo.

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$5.5933. 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, 20 October 2016

5

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)

Non-executive Directors: Mr. Jark Pui Lee Mr. Leon Nim Leung Chan

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

HKC

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

Non-executive Director: Mr. Leon Nim Leung Chan

Independent Non-executive Directors: Mr. Albert Saychuan Cheok Mr. Victor Ha Kuk Yung Mr. King Fai Tsui

* For identification purpose only

6