3SBio Inc. — M&A Activity 2000

Apr 26, 2000

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

THE HKCB BANK HOLDING COMPANY LIMITED

(Incorporated in Bermuda with limited liability)

Major Transaction

Acquisition of Newcourt Credit Hong Kong Limited

The board of directors of The HKCB Bank Holding Company Limited ("HKCB Holding") announce that on 20 April 2000, HKCB Holding and HKCB Financial Services Limited ("HKCB Financial Services"), a wholly owned subsidiary of HKCB Holding, entered into a definitive stock purchase agreement (the "Stock Purchase Agreement") with an independent third party AT&T Capital Corporation, pursuant to which HKCB Financial Services will acquire the entire issued share capital and the Retained Businesses (as defined below) of Newcourt Credit Hong Kong Limited ("Newcourt Credit"), a Hong Kong company engaged in consumer finance businesses, for an initial cash consideration of US$50.2 million (approximately HK$390 million) (the "Acquisition"). The Acquisition constitutes a major transaction for HKCB Holding under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Listing Rules"). Lippo CRE (Financial Services) Limited, a shareholder holding approximately 58.8% of the issued share capital of HKCB Holding, has given its written approval to the Acquisition.

After completion of the Acquisition and approval from the Hong Kong Monetary Authority ("HKMA"), it is the intention of HKCB Holding to inject the operations, assets and liabilities of Newcourt Credit into HKCB Finance Limited ("HKCB Finance"), a wholly owned subsidiary of The Hongkong Chinese Bank, Limited (the "Chinese Bank"), which is in turn a wholly owned subsidiary of HKCB Holding. Thereafter HKCB Finance, which is registered as a deposit taking company under the Banking Ordinance, will become the flagship subsidiary of HKCB Holding to carry on and expand the Group's consumer finance businesses.

STOCK PURCHASE AGREEMENT DATED 20 APRIL 2000

A. Parties:

Seller: AT&T Capital Corporation

Newcourt Credit is a wholly owned subsidiary of AT&T Capital Corporation, which is in turn a wholly owned subsidiary of The CIT Group, Inc., a company based in the United States of America which is engaged in commercial finance businesses and is listed on the New York Stock Exchange. Both AT&T Capital Corporation and The CIT Group, Inc. are independent third parties and are not connected with any of the Directors, substantial shareholders or chief executives of HKCB Holding or any of its subsidiaries or their respective associates (as defined in the Listing Rules).

Buyer: HKCB Financial Services Limited

HKCB Financial Services is incorporated in the British Virgin Islands and is a wholly owned subsidiary of HKCB Holding. The company was dormant prior to its entering into of the Stock Purchase Agreement.

Guarantor: The HKCB Bank Holding Company Limited

Under the Stock Purchase Agreement, HKCB Holding has given a guarantee in favour of the seller with respect to the performance by HKCB Financial Services of its obligations under the Stock Purchase Agreement.

B. Assets Acquired:

Under the Stock Purchase Agreement, HKCB Financial Services will purchase the entire issued share capital of Newcourt Credit, together with the Retained Businesses. The Transferred Businesses (as defined below) will be transferred to The CIT Group, Inc. as described in Section D.

C. Business Activities of Newcourt Credit:

Newcourt Credit, a Hong Kong-incorporated company registered under the Money Lenders Ordinance, is engaged in the provision of consumer finance principally to customers based in Hong Kong, including personal lending, mortgages as well as motor vehicle and commercial financing (collectively referred to as the "Retained Businesses"). Newcourt Credit also provides financing to customers under master programs entered into with certain vendors (in respect of goods which are sold on a commercial rather than retail level), as well as direct financing to major local and regional companies (collectively referred to as the "Transferred Businesses").

With about 120 staff, Newcourt Credit operates a head office and 14 branches throughout Hong Kong. The unaudited profit before tax of Newcourt Credit attributable to the Retained Businesses for the years ended 30 November 1998 and 30 November 1999 were approximately HK$50 million and HK$36 million respectively and the unaudited profit after tax of Newcourt Credit attributable to the Retained Businesses for the years ended 30 November 1998 and 30 November 1999 were approximately HK$42 million and HK$30 million respectively, while the unaudited net asset value at year end were approximately HK$312 million and HK$333 million respectively.

As at 30 November 1999, Newcourt Credit's total assets attributable to the Retained Businesses were approximately HK$1,500 million comprising mainly of finance receivables (net of provisions made for loan losses) of about HK$1,460 million.

D. Certain Businesses to be transferred to The CIT Group:

Under a separate agreement entered into on 20 April 2000 between Newcourt Credit and CIT Financial (Hong Kong) Limited ("CIT Financial"), a wholly owned subsidiary of The CIT Group, Inc., the operations, personnel, rights, obligations, assets and liabilities of Newcourt Credit pertaining to the Transferred Businesses will be taken up / assumed by CIT Financial at their net book value and without recourse, immediately prior to the completion of the Acquisition of Newcourt Credit by HKCB Financial Services.

E. Consideration:

The consideration for the Acquisition will be financed by internal resources of HKCB Holding and / or its subsidiaries and is initially agreed at US$50.2 million (approximately HK$390 million), subject to adjustment. Such consideration included a premium over the projected net asset value of the Retained Businesses as at the completion date of the Acquisition and is payable by HKCB Financial Services in cash on completion of the Acquisition. The consideration was arrived at after arms' length negotiations.

F. Post Completion Undertakings:

Newcourt Credit will be renamed as soon as practicable to reflect the change in its ownership. Meanwhile, the company's operations, assets and liabilities are intended to be injected into HKCB Finance, a wholly owned subsidiary of the Chinese Bank, which is in turn a wholly owned subsidiary of HKCB Holding. As HKCB Finance is regulated by the HKMA, the Acquisition is conditional upon its approval, and is expected to be completed on either 31 May 2000 or 30 June 2000.

It is also agreed that HKCB Holding or its subsidiaries will secure the necessary funding required by Newcourt Credit after the completion of the Acquisition.

Under the Stock Purchase Agreement, AT&T Capital Corporation and The CIT Group, Inc. undertake, inter alia, that within one year from the completion of the Acquisition they and their subsidiaries will not engage, directly or indirectly, in any businesses other than the Transferred Businesses in Hong Kong and shall not compete with the Retained Businesses to be undertaken by HKCB Financial Services.

REASONS FOR AND BENEFITS OF THE ACQUISITION

The Board of Directors of HKCB Holding envisages the following reasons for and benefits of the Acquisition:

1. The focus of Newcourt Credit on consumer finance businesses will complement well with the existing business focuses of HKCB Holding and its subsidiaries on small to medium size enterprises and retail customers. It is expected that after the Acquisition the enlarged HKCB Holding Group will entail a more well-diversified risk profile commensurate with a better overall risk-adjusted return.

2. Although certain aspects of the existing business focuses of Newcourt Credit are different from those of the HKCB Holding Group, both institutions operate on similar platforms as far as the supporting functions are concerned. Consequently, it is envisaged that there exists scope for cost savings and efficiency enhancements in the longer run through the rationalisation of operations and logistics.

3. The HKCB Holding Group's high capital adequacy ratio and strong liquidity position ensure that it has the necessary financial resources to drive the expansion plans for its consumer finance businesses. On the backing of such support, the growth potential of Newcourt Credit's businesses and the talents of its management teams and employees can be more fully utilised.

4. The existing clientele of Newcourt Credit and the HKCB Holding Group provides tremendous opportunities for the cross selling of products and services, which should be able to contribute to better market penetration and strengthened profitability of the enlarged operations.

On the basis of the above, the Directors of HKCB Holding believe that the Acquisition would strengthen the market position and profitability of the HKCB Holding Group and is in the interest of its shareholders.

INFORMATION ABOUT HKCB HOLDING

The principal business activity of HKCB Holding is investment holding. The subsidiaries and associated companies of HKCB Holding are principally engaged in the provision of commercial banking, mortgage finance, securities broking, insurance and other related financial services.

GENERAL

A circular containing details of the Acquisition will be sent to the shareholders of HKCB Holding.

By order of the Board

THE HKCB BANK HOLDING COMPANY LIMITED

Raymond Lee Wing Hung

Managing Director and Chief Executive

Hong Kong, 25 April 2000