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 or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in CK Life Sciences Int’l., (Holdings) Inc., you should at once hand this circular and the accompanying proxy form to the purchaser or the 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 takes no responsibility for the contents of this circular, 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 circular. (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8222) PROPOSED ELECTION OF DIRECTORS AT THE ANNUAL GENERAL MEETING, PROPOSED GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES AND CONTINUING CONNECTED TRANSACTIONS – RENEWAL OF THE EXISTING CKH SUPPLY AGREEMENT AND THE EXISTING HIL SUPPLY AGREEMENT Independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Continuing Connected Transactions DaoHengSecurities Ltd. A proxy form for use at the Annual General Meeting of the Company to be held at the Ballroom, 1st Floor, Harbour Plaza Hong Kong, 20 Tak Fung Street, Hung Hom, Kowloon, Hong Kong on 12 May 2005 is enclosed with this circular. The proxy form can also be downloaded from the GEM website at www.hkgem.com and from the Company’s website at www.ck-lifesciences.com. Whether or not you are able to attend the Annual General Meeting in person, please complete, sign and return the proxy form in accordance with the instructions printed thereon to the principal place of business of the Company at 7th Floor, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding of the Annual General Meeting or any adjourned meeting (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting at the Annual General Meeting or any adjourned meeting (as the case may be) should you so wish. The Notice of Annual General Meeting is set out on pages 43 to 46 of this circular. This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (i) the information contained in this circular is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement in this circular misleading; and (iii) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable. In relation to the Ordinary Resolutions for approving the New CKH Continuing Connected Transactions, the New HIL Continuing Connected Transactions and the relevant annual caps, a letter from the Independent Board Committee is set out on page 18 of this circular. A letter from Dao Heng Securities Limited, the independent financial adviser, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 19 to 26 of this circular. This circular will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least 7 days from the date of its posting and on the website of the Company at www.ck-lifesciences.com. 19 April 2005 CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET GEM has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors. Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM. The principal means of information dissemination on GEM is publication on the internet website operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website in order to obtain up-to-date information on GEM-listed issuers. – i – CONTENTS Page Definitions . .1 Letter from the Board 1. Introduction . 5 2. Proposed election of Directors . 6 3. Proposed general mandate to issue new Shares . 6 4. Proposed general mandate to repurchase Shares . 7 5. Continuing Connected Transactions – Renewal of the Existing CKH Supply Agreement and the Existing HIL Supply Agreement . 7 6. The Annual General Meeting . 16 7. Recommendation . 17 8. Additional Information . 17 Letter from the Independent Board Committee . 18 Letter from Dao Heng Securities Limited . 19 Appendix I: Details of Directors . 27 Appendix II: Explanatory Statement . 29 Appendix III: General Information . 32 Appendix IV: Notice of Annual General Meeting . 43 Appendix V: Right to Demand a Poll . 47 – ii – DEFINITIONS In this circular, unless the context requires otherwise, the following expressions have the corresponding meanings: “Announcement” the announcement of the Company dated 29 March 2005 in relation to the New Continuing Connected Transactions “Annual General Meeting” the annual general meeting of the Company to be held on Thursday, 12 May 2005 at 10:30 a.m. at the Ballroom, 1st Floor, Harbour Plaza Hong Kong, 20 Tak Fung Street, Hung Hom, Kowloon, Hong Kong to approve, inter alia, the Ordinary Resolutions “Articles of Association” the articles of association of the Company as may be amended from time to time “associate(s)” has the meaning ascribed thereto under the GEM Listing Rules (as may be amended from time to time) “Board” the board of Directors “CKH” Cheung Kong (Holdings) Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Stock Exchange “CKH Group” CKH, its subsidiaries and its associates (excluding the HWL Group and the Group) from time to time “Company” CK Life Sciences Int’l., (Holdings) Inc., an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on GEM “Dao Heng” Dao Heng Securities Limited, a deemed licensed corporation under the SFO to conduct types 1 (dealing in securities), 4 (advising on securities) and 6 (advising on corporate finance) regulated activities, and the independent financial adviser to the Independent Board Committee and the Independent Shareholders “Director(s)” the director(s) of the Company “Existing CKH Supply the agreement dated 29 August 2003 made between the Agreement” Company and CKH in relation to provision of the Products by members of the Group to members of the CKH Group “Existing Continuing the existing transactions between members of the Group and Connected Transactions” members of the CKH Group and HIL and its subsidiaries under or pursuant to the respective Existing Supply Agreements “Existing HIL Supply the agreement dated 29 August 2003 made between the Agreement” Company and HIL in relation to provision of the Products by members of the Group to HIL and its subsidiaries – 1 – DEFINITIONS “Existing Supply Agreements” the Existing CKH Supply Agreement and the Existing HIL Supply Agreement “GEM” the Growth Enterprise Market of the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “Group” the Company and its subsidiaries from time to time “HIL” Hutchison International Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of HWL “HIL Group” HIL, HIL’s subsidiaries from time to time, and the companies in which HIL is from time to time directly or indirectly interested so as to exercise or control the exercise of 30% to 50% of voting power at general meetings of such companies “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 “HWL” Hutchison Whampoa Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Stock Exchange “HWL Group” HWL and its subsidiaries from time to time “Independent Board an independent committee of the Board consisting of the Committee” independent non-executive Directors,