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PROPOSED ADOPTION OF NEW ARTICLES OF ASSOCIATION

The new Companies Ordinance became effective on 3 March 2014. In response to the introduction of the new Companies Ordinance, the Board proposed that a number of amendments be made to the existing Articles of Association. At the same time, it is also proposed that minor "housekeeping" amendments and amendments to reflect changes to corporate governance be made to the existing Articles of Association.
The Board would like to take this opportunity to propose that a new Articles of Association incorporating the relevant amendments be adopted to replace the existing Articles of Association.
The proposed adoption of the new Articles of Association will be subject to approval by shareholders of the Company by way of a special resolution at the forthcoming AGM.
A circular containing, among other things, details of the Proposed Amendments and the adoption of the new Articles of Association, together with a notice of AGM will be despatched to the shareholders of the Company on 7 April 2014.

PROPOSED ADOPTION OF NEW ARTICLES OF ASSOCIATION

The new Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (the "New Companies Ordinance") became effective on 3 March 2014. In response to the introduction of the New Companies Ordinance, the board of directors (the "Board") of SJM Holdings Limited (the "Company") proposed that a number of amendments (the "Proposed Amendments") be made to the existing articles of association the Company (the "Articles of Association"). At the same time, it is also proposed that minor "housekeeping" amendments and amendments to reflect changes to corporate governance be made to the existing Articles of Association.

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An explanatory statement which outlines the reasons for the Proposed Amendments will be provided in the circular to be despatched to the shareholders of the Company.
The Board would like to take this opportunity to propose that a new Articles of Association incorporating the relevant amendments be adopted to replace the existing Articles of Association.

GENERAL

The proposed adoption of the new Articles of Association will be subject to approval by shareholders of the Company by way of a special resolution at the forthcoming annual general meeting (the "AGM").
A circular containing, among other things, details of the Proposed Amendments and the adoption of the new Articles of Association, together with a notice of AGM will be despatched to the shareholders of the Company on 7 April 2014.
By order of the Board SJM Holdings Limited So Shu Fai

Executive Director and Chief Executive Officer

Hong Kong, 4 April 2014

As at the date of this announcement, the executive directors of the Company are Dr. Ho Hung Sun, Stanley, Dr. So Shu Fai, Mr. Ng Chi Sing, Mr. Rui José da Cunha, Ms. Leong On Kei, Angela, Mr. Shum Hong Kuen, David and Mr. Fok Tsun Ting, Timothy, the non-executive director of the Company is Dr. Cheng Kar Shun and the independent non-executive directors of the Company are

Mr. Chau Tak Hay, Dr. Lan Hong Tsung, David, Mr. Shek Lai Him, Abraham and Mr. Tse Hau Yin.

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