3SBio Inc. — Proxy Solicitation & Information Statement 2004

Jun 18, 2004

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Hongkong Chinese Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this circular, 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 circular.

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HONGKONG CHINESE LIMITED 香港華人有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock code: 655)

ADOPTION OF NEW BYE-LAWS AND NOTICE OF SPECIAL GENERAL MEETING

This circular includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries that, to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

A letter from the chairman of Hongkong Chinese Limited is set out on pages 2 to 6 of this circular. A notice convening the Special General Meeting of Hongkong Chinese Limited to be held at Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Monday, 21st June, 2004 at 9:15 a.m. is set out on pages 7 and 8 of this circular.

Whether or not you intend to attend such meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding such meeting, or any adjournment thereof, to the principal place of business of Hongkong Chinese Limited at 24th Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Special General Meeting or any adjourned meeting thereof should you so wish.

25th May, 2004

* For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Chairman
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Adoption of new Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Documents available for inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Notice of Special General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context otherwise requires:

“Banking Ordinance”	the Banking Ordinance of Hong Kong (Cap. 155 of the
	Laws of Hong Kong);
“Board”	the board of Directors;
“Bye-laws”	the bye-laws of the Company;
“Companies Act”	the Companies Act 1981 of Bermuda;
“Company”	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;
“Director(s)”	the director(s) of the Company from time to time;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China;
“Latest Practicable Date”	18th May, 2004, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information contained therein;
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange;
“Notice”	the notice convening the SGM set out on pages 7 and
	8 of this circular;
“SGM” or	the special general meeting of the Company to be
“Special General Meeting”	held at Harcourt Room, Lower Lobby, Conrad Hong
	Kong, Pacific Place, 88 Queensway, Hong Kong on
	Monday, 21st June, 2004 at 9:15 a.m., notice of which
	is set out on pages 7 and 8 of this circular and any
	adjournment thereof;
“Share(s)”	existing share(s) of HK$1.00 each in the capital of the
	Company;
“Shareholder(s)”	holder(s) of Shares; and
“Stock Exchange”	The Stock Exchange of Hong Kong Limited.

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LETTER FROM THE CHAIRMAN

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HONGKONG CHINESE LIMITED 香港華人有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock code: 655)

Non-executive Director:

Dr. Mochtar Riady (Chairman)

Executive Directors:

Mr. Stephen Riady Mr. John Lee Luen Wai, J.P. Mr. Jesse Leung Nai Chau Mr. Kor Kee Yee

Independent non-executive Directors: Mr. Leon Chan Nim Leung Mr. Albert Saychuan Cheok

Registered Office: Clarendon House Church Street Hamilton HM 11 Bermuda

Principal Place of Business: 24th Floor Tower One Lippo Centre 89 Queensway Hong Kong

25th May, 2004

To the Shareholders

Dear Sir/Madam,

ADOPTION OF NEW BYE-LAWS AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolution mentioned herein which will be dealt with at the SGM to be held at Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Monday, 21st June, 2004 at 9:15 a.m.. This circular contains information concerning the adoption of new Bye-laws which is required to be sent to Shareholders under the Listing Rules.

* For identification purpose only

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LETTER FROM THE CHAIRMAN

ADOPTION OF NEW BYE-LAWS

Changes arising out of amendments to the Listing Rules

Following amendments to the Listing Rules, the following new requirements have to be reflected in the articles of association or the bye-laws (as the case may be) of all existing listed issuers to ensure compliance with the Listing Rules:

• (a) Directors are prohibited from voting on any board resolution approving any contract in which they or their associates have material interest, and are not to be counted towards the quorum of the relevant board meeting.

• (b) Listed issuers must allow for a minimum of seven-day period for shareholders to lodge notices to nominate a director, upon receipt of which the issuers must publish an announcement or revised circular containing information on the proposed director.

• (c) Where any shareholder is required by the Listing Rules to abstain from voting on any particular resolution, or restricted to voting only for or against any particular resolution, any votes cast by or on behalf of him in contravention of such requirement or restriction will not be counted.

General changes to modernise and update the Bye-laws

In addition, the resolution as set out in the Notice provides for a number of additional amendments to the Bye-laws designed to modernise and update the Bye-laws. The existing Bye-laws of the Company were adopted in 1992. In the time that has since elapsed, certain amendments have been made to the Bye-laws, and developments have occurred in relation to the business scope of the Company (mainly by disposing of its banking businesses in Hong Kong), capital structure of the Company, the business environment in which the Company operates, communications technology and corporate governance practices. The Directors consider that, in view of these developments, it would be appropriate for the Company to adopt new Bye-laws that:

• (a) better reflect the Company’s current business scope, current capital and management structures and the expectations of the business community;

• (b) modernise and update certain administrative and secretarial procedures relevant to the management of the Company or otherwise incorporate a number of provisions considered reasonably standard to the articles of association or the bye-laws (as the case may be) of a listed issuer; and

• (c) incorporate all of the changes which have already been made to the Bye-laws since 1992.

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LETTER FROM THE CHAIRMAN

The main changes from the existing Bye-laws may conveniently be considered in four categories.

Firstly, the Bye-laws have been brought up to date to reflect the present capital structure of the Company. The Company’s authorised share capital, as at the Latest Practicable Date, is HK$2,000,000,000 divided into 2,000,000,000 ordinary shares of HK$1.00 each. No change is proposed to this capital structure. However, the opportunity is being taken in the proposed new Bye-laws to reflect the current level of authorised capital.

Secondly, changes have been made to more accurately reflect the requirements in the Companies Act, the Listing Rules and other applicable securities regulations, corporate governance practices and technological advances in communications for the holding of meetings. The principal changes made under this category may be summarised as follows:

• (i) The Bye-laws on voting by proxy has been updated.

• (ii) The existing Bye-law concerning register of directors and officers has been updated to include references to corporate directors and officers to reflect current corporate practice.

• (iii) The existing Bye-law concerning destruction of documents has been updated to permit destruction of microfilmed or electronically stored documents under specified circumstances to reflect developments in communications technology.

• (iv) The existing Bye-laws do not permit the Company to distribute a summary financial statement to the Shareholders in place of the Directors’ report accompanied by the balance sheet and profit and loss account. New Bye-laws have been added to be in line with the Listing Rules and the Companies Act permitting the Company to offer its Shareholders the option of receiving a summary financial statement in any manner (including electronic forms) unless a completed printed copy of the Company’s annual financial statement and Directors’ report is requested.

• (v) The existing Bye-law concerning appointment of auditors has been updated to include procedures and notice requirements for the appointment and removal thereof.

• (vi) The Bye-laws concerning notice of meetings in the existing Bye-laws have been brought up to date by, inter alia, placing notices on the Company’s website or the website of the Stock Exchange and in either English language or Chinese language, to reflect the current corporate practice.

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LETTER FROM THE CHAIRMAN

Thirdly, changes have been made relating to the provisions on Directors. The principal changes made under this category may be summarised as follows:

• (i) A new Bye-law prohibiting the removal of Directors and auditors of the Company by written resolution of members before expiration of their term of office has been added to reflect the requirements of the Companies Act.

• (ii) A new Bye-law concerning removal of Directors by ordinary resolution has been added to reflect the new requirements of the Companies Act.

Fourthly, several Bye-laws have been deleted as a consequence of the Company’s disposing of its banking business in Hong Kong in 2002 and accordingly several requirements of the Banking Ordinance are no longer applicable. The principal deletions under this category may be summarised as follows:

• (i) The existing Bye-law 169 concerning the transfer of shares to controllers has been deleted in its entirety.

• (ii) The existing Bye-law 170 concerning limitations on shareholdings has been deleted in its entirety as the Company is no longer the holding company of an authorised institution within the meaning of the Banking Ordinance.

The adoption of new Bye-laws will allow the Company to improve its administration by reference to the new Bye-laws.

SPECIAL GENERAL MEETING

The Notice convening the SGM is set out on pages 7 and 8 of this circular.

A form of proxy for use at the SGM is enclosed. Whether or not you are able to attend the meeting in person, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s principal place of business at 24th Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM should you so wish.

RECOMMENDATION

The Board considers that the proposed adoption of new Bye-laws is in the best interests of the Company and the Shareholders, and accordingly recommends that the Shareholders vote in favour of the special resolution to be proposed at the SGM.

– 5 –

LETTER FROM THE CHAIRMAN

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the existing Bye-laws and proposed new Bye-laws are available for inspection at the principal place of business of the Company at the address referred to above and at the offices of Richards Butler, 20th Floor, Alexandra House, 16-20 Chater Road, Central, Hong Kong from the date of this circular up to and including the date of the SGM and will also be available for inspection at the SGM itself.

Yours faithfully, Mochtar Riady Chairman

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NOTICE OF SPECIAL GENERAL MEETING

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HONGKONG CHINESE LIMITED 香港華人有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock code: 655)

NOTICE IS HEREBY GIVEN that a Special General Meeting of Hongkong Chinese Limited (the “Company”) will be held at Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Monday, 21st June, 2004 at 9:15 a.m. for the purpose of considering, and if thought fit, pass with or without amendments, the following special resolution:

SPECIAL RESOLUTION

“ THAT , the new Bye-laws of the Company (a copy of which is produced to this meeting marked “A” and initialled by the chairman of this meeting for the purpose of identification) be hereby adopted as the Bye-laws of the Company in substitution for and to the exclusion of the existing Bye-laws of the Company with effect immediately prior to the conclusion of the annual general meeting of the Company anticipated to be held on Monday, 21st June, 2004 at 9:45 a.m. or any adjourned annual general meeting thereof.”

By Order of the Board Andrew Hau Secretary

Hong Kong, 25th May, 2004

Registered Office:

Clarendon House Church Street Hamilton HM 11 Bermuda

Principal Place of Business:

24th Floor Tower One Lippo Centre 89 Queensway Hong Kong

• For identification purpose only

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NOTICE OF SPECIAL GENERAL MEETING

Notes:

1. A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote in his stead in accordance with the Bye-laws of the Company. A proxy need not be a member of the Company.

2. A form of proxy for use at the Special General Meeting (or any adjournment thereof) is enclosed with the circular to shareholders of the Company.

3. To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited at the principal place of business of the Company, at 24th Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong not less than 48 hours before the time appointed for holding of the Special General Meeting (or any adjournment thereof). Completion and return of the form of proxy will not preclude a member from attending and voting in person at the Special General Meeting or any adjourned meeting thereof should he so wishes.

4. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders shall be present at any meeting personally or by proxy, that one of the holders so present whose name stands first on the Register of Members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

5. In accordance with the Company’s Bye-laws, other than the chairman of the meeting, the following categories of members may demand that the vote in respect of any resolution to be put to the general meeting should be taken on a poll:

6. (a) at least three members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

7. (b) any member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

8. (c) any member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

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