3SBio Inc. — Capital/Financing Update 2005

Mar 21, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, 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 Hongkong Chinese Limited (the “Company”), you should at once hand this circular to the purchaser or 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.

HONGKONG CHINESE LIMITED 香港華人有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 655)

DISCLOSEABLE TRANSACTION

PURCHASE OF PROPERTY IN SINGAPORE

A letter from the board of directors of the Company is set out on pages 4 to 8 of this circular.

21st March, 2005

* For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction and background . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Details of the Terms of Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Listing Rules implications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Financial effects of the transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Reasons for the purchase of the Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Information on the Company and the Vendors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

DEFINITIONS

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

“Acquisition”	the purchase by HKCL, and the sale by the Vendors,
	of the Property pursuant to the Terms of Sale
“Board”	the board of directors of the Company
“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 and whose shares are owned as to
	approximately 72.26 per cent. by LCR
“Completion”	the completion of the Acquisition in accordance with
	the Terms of Sale
“Completion Date”	the date of Completion, anticipated to take place on
	or around 18th May, 2005
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries
“HKCL”	HKCL Investments Pte. Ltd., a company incorporated
	in Singapore with limited liability and an indirect
	wholly-owned subsidiary of the Company
“Hong Kong”	the Hong Kong Special Administrative Region of the
	PRC
“Latest Practicable Date”	17th March, 2005, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information contained herein
“LCR”	Lippo China Resources Limited力寶華潤有限公司, a
	company incorporated in Hong Kong with limited
	liability whose shares are listed on the Stock Exchange
	and an approximately 71.13 per cent. owned subsidiary
	of Lippo
“Letters of Offer”	letters of offer to sell the Property to HKCL from the
	Vendors in accordance with the Terms of Sale

* For identification purpose only

– 1 –

DEFINITIONS

“Lippo”	Lippo Limited力寶有限公司, a company incorporated
	in Hong Kong with limited liability whose shares are
	listed on the Stock Exchange
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“Model Code”	the Model Code for Securities Transactions by Directors
	of Listed Issuers under the Listing Rules
“PRC”	the People’s Republic of China (but, for the purpose
	of this circular, excluding Hong Kong, the Macao
	Special Administration Region of the PRC and Taiwan)
“Property”	the whole of the development known as Newton
	Heights and located at 1 Newton Road, Singapore,
	details of which are set out in the paragraph headed
	“Subject of the Terms of Sale” under the section headed
	“Details of the Terms of Sale” in the Letter from the
	Board of this circular
“Purchase Price”	the aggregate amount of the consideration for the
	Property, being S$43,620,000 (equivalent to
	approximately HK$207,614,000) payable by HKCL to
	the Vendors as set out in the Terms of Sale
“SFO”	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong)
“Shares”	shares of HK$1.00 each in the capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Terms of Sale”	the terms and conditions of sale by the Vendors, and
	purchase by HKCL, of the Property constituting a
	binding agreement as at 18th February, 2005, the key
	terms of which are set out in the section headed
	“Details of the Terms of Sale” in the Letter from the
	Board of this circular
“Vendors”	the 30 proprietors of the Property who collectively own
	all the apartment units comprised in the Property
“BGN”	Bulgarian leva, the lawful currency of the Republic of
	Bulgaria
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong

– 2 –

DEFINITIONS

“MOP” Macau pataca, the lawful currency of the Macao Special Administration Region of the PRC “S$” Singapore dollar, the lawful currency of Singapore “US$” United States dollar, the lawful currency of the United States of America

For use in this circular and for illustration purposes only, conversion of Singapore dollar into Hong Kong dollar is based on the approximate exchange rates of S$1 to HK$4.7596 as at 18th February, 2005. No representation is made that any amount in Hong Kong dollar and Singapore dollar could be converted at such rate or any other rates.

– 3 –

LETTER FROM THE BOARD

HONGKONG CHINESE LIMITED 香港華人有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 655)

Non-executive Directors: Dr. Mochtar Riady (Chairman) Mr. Leon Nim Leung Chan

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

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

Registered office: Clarendon House Church Street Hamilton HM 11 Bermuda

Principal place of business: 24th Floor Tower One Lippo Centre 89 Queensway Hong Kong

21st March, 2005

To the shareholders of the Company

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION

PURCHASE OF PROPERTY IN SINGAPORE

INTRODUCTION AND BACKGROUND

Reference is made to the joint announcement of Lippo, LCR and the Company dated 25th February, 2005 that HKCL, an indirect wholly-owned subsidiary of the Company, has on 18th February, 2005 accepted the Letters of Offer from all of the Vendors, thereby constituting a binding contract for the sale and purchase of the Property known as Newton Heights and located at 1 Newton Road, Singapore, comprising the 30 apartment units owned by the Vendors which constitutes a discloseable transaction for the Company under the Listing Rules. Further terms and conditions of the Terms of Sale are stated in the section headed “Details of the Terms of Sale” below.

* For identification purpose only

– 4 –

LETTER FROM THE BOARD

DETAILS OF THE TERMS OF SALE

Date of the agreement for the sale and purchase of the Property in accordance with the Terms of Sale

18th February, 2005, being the date of acceptance by HKCL of the Letters of Offer

Parties

Vendors: the 30 proprietors of the Property who collectively own all of the apartment units and the common areas comprised in the Property

Purchaser: HKCL

Subject of the Terms of Sale

The Property known as Newton Heights and located at 1 Newton Road, Singapore with a site area of approximately 3,213 square metres and total gross floor area of approximately 52,525 square feet. The Property, as at the Latest Practicable Date, comprises 30 apartment units and common areas including lifts and swimming pool and includes the interest in the land. For the avoidance of doubt, the common areas referred to are included as part of the Property under the Acquisition.

Completion Date

The date falling three months from the date of the Terms of Sale, being 18th May, 2005, and subject to the Terms of Sale being fulfilled.

Purchase Price

The Purchase Price amounts to S$43,620,000 (equivalent to approximately HK$207,614,000).

The Purchase Price was determined by reference to the prevailing market values of similar properties in Singapore and was negotiated and determined on an arms’ length basis on normal commercial terms. HKCL has internally undertaken its own market analysis by reference to the publicly available property market information and recent transactions for comparable properties in Singapore as obtained from media, market reports and market practitioners in Singapore and no independent property valuation was obtained.

Payment Terms

• (1) an initial deposit of S$1,000,000 (equivalent to approximately HK$4,760,000) in cash was paid to the Vendors’ solicitors in Singapore on or before 19th January, 2005;

– 5 –

LETTER FROM THE BOARD

• (2) a further deposit of S$1,181,000 (equivalent to approximately HK$5,621,000) in cash was paid to the Vendors’ solicitors in Singapore on acceptance by HKCL of the Letters of Offer on 18th February, 2005; and

• (3) S$41,439,000 (equivalent to approximately HK$197,233,000), representing the balance of the Purchase Price shall be payable in cash on or before the Completion Date.

Other Terms

The Acquisition is subject to:

• (1) HKCL obtaining, on or before the Completion Date, all necessary consents, permissions and approvals from the relevant governmental or official authorities in Singapore;

• (2) the Singapore Law Society’s Conditions of Sale 1999 in so far as the same are applicable to a sale by private treaty and not varied by, or inconsistent with, the Terms of Sale;

• (3) replies from all governmental and local authorities in Singapore disclosing no adverse matter affecting the Property prior to the Completion Date; and

• (4) title to the Property being properly deduced and free from encumbrances on Completion.

As at the date of this circular, not all conditions have been fulfilled. The Company will issue a further announcement in the event that the Completion does not take place on or before 18th May, 2005.

The Vendors will have the option to deliver vacant possession of their respective units in the Property to HKCL:

• (1) on the Completion Date; or

• (2) within a period of six months from the Completion Date, in which instance, 10 per cent. of the relevant Vendor’s share of the Purchase Price will be retained by the Vendors’ solicitors in Singapore pending delivery of vacant possession and the occupation of such unit in the Property by the relevant Vendor shall be at its sole risk without any liability on the part of HKCL for any damage, loss or injury arising during such period of occupation.

A number of the units of the Property have been for the two financial years of the Company preceding the date of the Terms of Sale, and are being, occupied by respective owners whilst the remainder have been rented to third parties. However, it is agreed that vacant possession of the Property will be delivered by the Vendors to HKCL.

– 6 –

LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

The applicable percentage ratios (as defined in the Listing Rules) for the Purchase Price exceed 5 per cent. but are less than 25 per cent. for the Company. Accordingly, the Acquisition constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

FINANCIAL EFFECTS OF THE TRANSACTION

The Purchase Price shall be funded from the internal resources of the Group and no borrowing has been and will be made for paying such consideration. Accordingly, the current assets of the Group would be reduced by approximately HK$208 million while the non-current assets would be increased by the same amount immediately following the Completion. The Property will be classified as “property under development” in the accounts of the Group. Taking into account of the Group’s revenue streams, credit requirements and banking facilities available, the Company considers that the Group currently has sufficient working capital to meet its ongoing business requirements. The income to be generated from the Property is anticipated to be derived from income from letting of, or sales proceeds from disposal of, residential buildings after the completion of the proposed redevelopment of the Property although as at the Latest Practicable Date, no concrete plans were made in respect of the Property.

REASONS FOR THE PURCHASE OF THE PROPERTY

The Company has been exploring opportunities to acquire quality property interests in Asia to broaden its assets portfolio. The Directors believe that the Acquisition will allow the Company and its subsidiaries to enhance their quality property interests in Singapore and to add to the Company’s property portfolio in Hong Kong and elsewhere in Asia. It is the current intention of the Company to redevelop the Property into new residential units for rental or sale purposes although as at the Latest Practicable Date, no concrete plans have been made by the Company in this regard.

The Directors also believe that the terms of the Acquisition are fair and reasonable and in the interests of the Company and the shareholders of the Company as a whole. The Purchase Price will be funded from internal resources of the Company as a shareholder’s loan to HKCL, with the terms of such shareholder’s loan to be determined by the Company.

INFORMATION ON THE COMPANY AND THE VENDORS

The principal activity of the Company is investment holding. Its subsidiaries are principally engaged in investment holding, property investment and development, fund management, underwriting, insurance, corporate finance, securities broking, securities investment, treasury investment, money lending, commercial banking and other financial services.

The units comprised in the Property are owned by individuals with the exception of one unit which is owned by a company which, to the best of the Company’s and HKCL’s knowledge, information and belief, is principally engaged in property investment business.

– 7 –

LETTER FROM THE BOARD

GENERAL

The Vendors were introduced to HKCL through an independent property agent in Singapore. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, the Vendors and its ultimate beneficial owner(s) (as applicable) are third parties independent of the Company and its connected persons (as defined in the Listing Rules).

FURTHER INFORMATION

Your attention is drawn to the information set out in the appendix to this circular.

Yours faithfully, By Order of the Board Hongkong Chinese Limited John Luen Wai Lee Director

– 8 –

APPENDIX

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules 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 in this circular misleading.

2. DISCLOSURE OF INTERESTS

As at the Latest Practicable Date, the interests or short positions of the Directors and chief executive of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have under such provisions of the SFO), or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange, were as follows:

Directors’ and Chief Executive’s interests and short positions in shares and underlying shares of the Company and associated corporations

(a) Interests in shares of the Company and associated corporations

	Personal				Approximate
	interests	Family			percentage of
	(held as	interests			total interests
	beneficial	(interest	Other	Total	in the issued
Name of Director	owner)	of spouse)	interests	interests	share capital
Number of ordinary
Shares in the
Company
Mochtar Riady	–	–	973,240,440	973,240,440	72.26
			(Note 1)
Stephen Riady	–	–	973,240,440	973,240,440	72.26
			(Note 1)
John Luen Wai Lee	200	200	–	400	0.00
King Fai Tsui	–	50,000	–	50,000	0.00

– 9 –

APPENDIX

GENERAL INFORMATION

	Personal				Approximate
	interests	Family			percentage of
	(held as	interests			total interests
	beneficial	(interest	Other	Total	in the issued
Name of Director	owner)	of spouse)	interests	interests	share capital
Number of ordinary
shares of HK$0.10
each in Lippo
Mochtar Riady	–	–	248,697,776	248,697,776	57.34
			(Notes 1 & 2)
Stephen Riady	–	–	248,697,776	248,697,776	57.34
			(Notes 1 & 2)
John Luen Wai Lee	825,000	–	–	825,000	0.19
Number of ordinary
shares of HK$0.10
each in LCR
Mochtar Riady	–	–	6,544,696,389	6,544,696,389	71.13
			(Notes 1, 2 & 3)
Stephen Riady	–	–	6,544,696,389	6,544,696,389	71.13
			(Notes 1, 2 & 3)

Note:

1. As at the Latest Practicable Date, Lippo Cayman Limited (“Lippo Cayman”), an associated corporation (within the meaning of Part XV of the SFO) of the Company, was indirectly interested in 973,240,440 ordinary Shares in, representing approximately 72.26 per cent. of, the issued share capital of the Company. Lanius Limited (“Lanius”), an associated corporation (within the meaning of Part XV of the SFO) of the Company, was the registered shareholder of 10,000,000 ordinary shares of US$1.00 each in, representing 100 per cent. of, the issued share capital of Lippo Cayman. Lanius was the trustee of a discretionary trust, of which Dr. Mochtar Riady is the founder and in accordance with whose instructions Lanius was accustomed to act. Dr. Mochtar Riady did not have any interests in the share capital of Lanius. The beneficiaries of the trust include Dr. Mochtar Riady, Mr. Stephen Riady and their respective family members including, inter alia, the minor children of Mr. Stephen Riady. Dr. Mochtar Riady as the founder and beneficiary of the trust and Mr. Stephen Riady (together with his minor children) as beneficiaries of the trust were taken to be interested in Lippo Cayman under the SFO.

2. As at the Latest Practicable Date, Lippo Cayman, and through its wholly-owned subsidiaries, Lippo Capital Limited, J & S Company Limited and Huge Returns Limited, was directly and indirectly interested in an aggregate of 248,697,776 ordinary shares of HK$0.10 each in, representing approximately 57.34 per cent. of, the issued share capital of Lippo.

3. As at the Latest Practicable Date, Lippo was indirectly interested in 6,544,696,389 ordinary shares of HK$0.10 each in, representing approximately 71.13 per cent. of, the issued share capital of LCR.

– 10 –

APPENDIX

GENERAL INFORMATION

As at the Latest Practicable Date, Dr. Mochtar Riady, as founder and beneficiary of the aforesaid discretionary trust, and Mr. Stephen Riady (together with his minor children), as beneficiaries of the aforesaid discretionary trust, through their interests in Lippo Cayman as mentioned in Note 1 above, were also taken to be interested in the share capital of the following associated corporations (within the meaning of Part XV of the SFO) of the Company:

			Approximate
		Number of	percentage of
Name of associated		shares	interest in the issued
corporation	Class of shares	interested	share capital
Abital Trading Pte. Limited	Ordinary shares	2	100
AcrossAsia Multimedia	Ordinary shares	3,669,576,788	72.45
Limited (now known as		(Note a)
AcrossAsia Limited)
Actfield Limited	Ordinary shares	1	100
Boudry Limited	Ordinary shares	1,000	100
Congrad Holdings Limited	Ordinary shares	1	100
Cyport Limited	Ordinary shares	1	100
East Winds Food Pte Ltd.	Ordinary shares	400,000	88.88
		(Note b)
First Bond Holdings Limited	Ordinary shares	1	100
First Tower Corporation	Ordinary shares	1	100
		(Note c)
Glory Power Worldwide Limited	Ordinary shares	1	100
Grandhill Asia Limited	Ordinary shares	1	100
Grand Peak Investment Limited	Ordinary shares	2	100
Greenroot Limited	Ordinary shares	1	100
		(Note d)
HKCL Holdings Limited	Ordinary shares	50,000	100
		(Note e)
Honix Holdings Limited	Ordinary shares	1	100
Huge Returns Limited	Ordinary shares	1	100
J & S Company Limited	Ordinary shares	1	100
Lippo Assets (International)	Ordinary shares	1,000,000	100
Limited	Non-voting deferred	15,000,000	100
	shares
Lippo Capital Limited	Ordinary shares	705,690,000	100
Lippo Energy Company N.V.	Ordinary shares	6,000	100
Lippo Finance Limited	Ordinary shares	6,176,470	82.35
Lippo Holding America Inc.	Ordinary shares	1	100
Lippo Holding Company	Ordinary shares	2,500,000	100
Limited	Non-voting deferred	7,500,000	100
	shares

– 11 –

APPENDIX

GENERAL INFORMATION

			Approximate
		Number of	percentage of
Name of associated		shares	interest in the issued
corporation	Class of shares	interested	share capital
Lippo Investments Limited	Ordinary shares	2	100
Lippo Leisure Holdings Limited	Ordinary shares	2	100
Lippo Realty Limited	Ordinary shares	2	100
Multi-World Builders &	Ordinary shares	4,080	51
Development Corporation
Nelton Limited	Ordinary shares	10,000	100
Pointbest Limited	Ordinary shares	1	100
SCR Ltd.	Ordinary shares	1	100
Sinotrend Global Holdings	Ordinary shares	1	100
Limited
Skyscraper Realty Limited	Ordinary shares	10	100
		(Note f)
The HCB General Investment	Ordinary shares	70,000	70
(Singapore) Pte Ltd.
(“HCB General”)
The Hong Kong Building and	Ordinary shares	168,313,038	74.80
Loan Agency Limited		(Note e)
Valencia Development Limited	Ordinary shares	800,000	100
	Non-voting deferred	200,000	100
	shares
Welux Limited	Ordinary shares	1	100

Note:

• a. The interests included 219,600,000 ordinary shares held by Mideast Pacific Strategic Holdings Limited in which Lippo Cayman controlled a 30 per cent. interest.

• b. The interests were held by HCB General, a 70 per cent. owned subsidiary of Lippo Cayman.

• c. The interest was held by Lippo, a 57.34 per cent. owned subsidiary of Lippo Cayman.

• d. The interest was held by LCR, a 71.13 per cent. owned subsidiary of Lippo which in turn was a 57.34 per cent. owned subsidiary of Lippo Cayman.

• e. The interests were held through LCR, a 71.13 per cent. owned subsidiary of Lippo which in turn was a 57.34 per cent. owned subsidiary of Lippo Cayman.

• f. The interests were held through Lippo, a 57.34 per cent. owned subsidiary of Lippo Cayman.

As at the Latest Practicable Date, Mr. Stephen Riady, as beneficial owner and through his nominee, was interested in 5 ordinary shares of HK$1.00 each in, representing 25 per cent. of, the issued share capital of Lanius which was the registered shareholder of 10,000,000 ordinary shares of US$1.00 each in, representing

– 12 –

APPENDIX

GENERAL INFORMATION

100 per cent. of, the issued share capital of Lippo Cayman. Lanius was the trustee of a discretionary trust, of which Dr. Mochtar Riady is the founder and beneficiary. The beneficiaries of the trust also include, inter alia, Mr. Stephen Riady and his minor children. Dr. Mochtar Riady did not have any interests in the share capital of Lanius but the shareholders of Lanius were accustomed to act in accordance with his instructions.

As at the Latest Practicable Date, Mr. John Luen Wai Lee, as beneficial owner, was also interested in 230,000 ordinary shares of HK$0.10 each in, representing approximately 0.0045 per cent. of, the issued share capital of AcrossAsia Multimedia Limited (now known as AcrossAsia Limited), an associated corporation (within the meaning of Part XV of the SFO) of the Company.

As at the Latest Practicable Date, Mr. Kee Yee Kor, through the interest of his spouse, was taken to be interested in 1,725,000 ordinary shares of HK$1.00 each in, representing 8.22 per cent. of, the issued share capital of TechnoSolve Limited, an associated corporation (within the meaning of Part XV of the SFO) of the Company.

(b) Interests in underlying shares of the Company’s associated corporation

As at the Latest Practicable Date, Mr. John Luen Wai Lee, as beneficial owner, held 1,500,000 options granted to him on 23rd June, 1997 at a consideration of HK$1.00 under the Share Option Scheme for Employees adopted by LCR (the “LCR Share Option Scheme”). Such options vested after two months from the date when the options were deemed to be granted and accepted and are exercisable from 23rd August, 1997 to 23rd June, 2007 in accordance with the rules of the LCR Share Option Scheme to subscribe for ordinary shares in LCR at an initial exercise price of HK$5.30 per share (subject to adjustment). Pursuant to the bonus issue of new shares in the ratio of one for one in October 1997, the rights issue of new shares in July 1999 on the basis of one rights share for every one share held and the rights issue of new shares in November 2000 on the basis of one rights share for every two shares held, the holder of each option is entitled to subscribe for six ordinary shares of HK$0.10 each in LCR at an exercise price of HK$0.883 per share (subject to adjustment). Accordingly, Mr. John Luen Wai Lee is entitled to subscribe for 9,000,000 ordinary shares in, representing approximately 0.09 per cent. of, the issued share capital of LCR. None of the options were exercised by Mr. John Luen Wai Lee since they were granted and the quantity of options held by him as at the Latest Practicable Date remained unchanged.

The above interest in the underlying shares of LCR was held pursuant to unlisted physically settled equity derivatives. As at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interests in the underlying shares in respect of cash settled or other equity derivatives of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

– 13 –

APPENDIX

GENERAL INFORMATION

All the interests stated above represent long positions. Save as disclosed herein, as at the Latest Practicable Date, to the knowledge of the Company, none of the Directors or chief executive of the Company had any interests or short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which would have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have under such provisions of the SFO), or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange.

Dr. Mochtar Riady, the Director, is also a director of Lippo Cayman and LCR. Mr. Stephen Riady, the Director, is also a director of Lanius, Lippo Cayman, Lippo, LCR and HKCL Holdings Limited (“HKCL Holdings”). Save as disclosed herein, none of the Directors holds any directorship or employment in a company which has an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

Save as disclosed herein, as at the Latest Practicable Date, none of the Directors or chief executive of the Company nor their spouses or minor children (natural or adopted), were granted or had exercised any rights to subscribe for any equity or debt securities of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

3. INTERESTS AND SHORT POSITIONS OF THE SHAREHOLDERS

So far as is known to the Directors or chief executive of the Company, as at the Latest Practicable Date, the persons (other than the Directors or chief executive of the Company) who had interests or short positions in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO or who were, directly or indirectly, interested in 10 per cent. or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group are as follows:

(i) The Company

		Approximate
Name	No. of ordinary Shares	percentage
HKCL Holdings	806,656,440	59.89
LCR	973,240,440	72.26
Lippo	973,240,440	72.26
Lippo Cayman	973,240,440	72.26
Lanius	973,240,440	72.26
Madam Lidya Suryawaty	973,240,440	72.26

– 14 –

APPENDIX

GENERAL INFORMATION

Note:

1. HKCL Holdings, the immediate holding company of the Company, as beneficial owner, held 806,656,440 ordinary Shares in the Company.

2. LCR’s interests in the Shares of the Company included the interest of HKCL Holdings which was held by LCR through Greenroot Limited, a wholly-owned subsidiary of LCR. LCR, as beneficial owner, directly held 166,584,000 ordinary Shares in, representing approximately 12.37 per cent. of, the issued share capital of the Company.

3. Lippo was an intermediate holding company of LCR which was held by Skyscraper Realty Limited as to approximately 71.13 per cent., which in turn was wholly owned by First Tower Corporation, a wholly-owned subsidiary of Lippo.

4. Lippo Cayman was the holding company of Lippo through direct holding and through wholly-owned subsidiaries, one of which was Lippo Capital Limited which controlled an approximate 50.47 per cent. interest in Lippo.

5. Lanius was the registered shareholder of the entire issued share capital of Lippo Cayman and was the trustee of a discretionary trust, of which Dr. Mochtar Riady is the founder and in accordance with whose instructions Lanius was accustomed to act. The beneficiaries of the trust include Dr. Mochtar Riady and his family members. Madam Lidya Suryawaty is the spouse of Dr. Mochtar Riady. Dr. Mochtar Riady was not the registered holder of any shares in the issued share capital of Lanius.

6. LCR’s interests in the shares of the Company were recorded as the interests of Lippo, Lippo Cayman, Lanius and Madam Lidya Suryawaty. The above 973,240,440 ordinary Shares in the Company related to the same block of shares that Dr. Mochtar Riady and Mr. Stephen Riady were interested, details of which were disclosed in the above section headed “Directors’ and chief executive’s interests and short positions in shares, underlying shares and debentures of the Company and associated corporations”.

(ii) Akarie Resources Limited OOD

	No. of
	ordinary shares of	Approximate
Name	BGN50 each	percentage
Goldfix Pacific Ltd. (“Goldfix”)	10,000	99

Note: Goldfix is a subsidiary of the Company. See also (i) above in respect of the substantial shareholders of the Company.

(iii) Four Prosperity Holdings Limited

	No. of
	ordinary shares of
Name	US$1.00 each	Percentage
Tiger Square Ltd. (“Tiger Square”)	10,408 “A” shares	51
	10,408 “B” shares	51

Note: Tiger Square is a wholly-owned subsidiary of the Company. See also (i) above in respect of the substantial shareholders of the Company.

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APPENDIX

GENERAL INFORMATION

(iv) Goldfix

	No. of
	ordinary shares of	Approximate
Name	US$0.01 each	percentage
Sinopro Limited (“Sinopro”)	600,000	86.62

Note: Sinopro is a wholly-owned subsidiary of the Company. See also (i) above in respect of the substantial shareholders of the Company.

(v) TechnoSolve Limited

	No. of
	ordinary shares of	Approximate
Name	HK$1.00 each	percentage
HKCL Investments Limited	18,053,500	86.03
(“HKCL Investments”)

Note: HKCL Investments is a wholly-owned subsidiary of the Company. See also (i) above in respect of the substantial shareholders of the Company.

(vi) The Macau Chinese Bank Limited

	No. of
	ordinary shares of
Name	MOP100 each	Percentage
Winwise Holdings Limited	1,530,000	85
(“Winwise”)
Wong Kon Kei	270,000	15

Note: Winwise is a wholly-owned subsidiary of the Company. See also (i) above in respect of the substantial shareholders of the Company

All the interests stated above represent long positions. Save as disclosed herein, as at the Latest Practicable Date, none of the substantial shareholders (as defined under the Listing Rules) or other persons (other than the Directors or chief executive of the Company) had any interests or short positions in the Shares and underlying Shares as recorded in the register required to be kept by the Company under Section 336 of the SFO.

Save as disclosed herein, as at the Latest Practicable Date, so far as was known to any of the Directors or chief executive of the Company, there was no person, other than a Director or chief executive of the Company, who had an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who were, directly or indirectly, interested in 10 per cent. or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group.

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APPENDIX

GENERAL INFORMATION

4. DIRECTORS’ SERVICE CONTRACTS

None of the Directors has entered or is proposing to enter into a service contract with any member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

5. LITIGATION

No member of the Group was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened by or against any member of the Group as at the Latest Practicable Date.

6. COMPETING INTERESTS

As at the Latest Practicable Date, so far as the Directors were aware, none of the Directors and their respective associates were considered to have interests in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group pursuant to the Listing Rules.

7. MISCELLANEOUS

• (a) The Secretary of the Company is Mr. Andrew Tat Kwong Hau, a fellow member of both The Institute of Chartered Secretaries and Administrators and The Hong Kong Institute of Company Secretaries.

• (b) The qualified accountant of the Company is Mr. Alex Shiu Leung Au, an associate member of both The Institute of Chartered Accountants in England and Wales and Hong Kong Institute of Certified Public Accountants.

• (c) The registered office of the Company is situated at Clarendon House, Church Street, Hamilton HM 11, Bermuda and the principal place of business of the Company is situated at 24th Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong.

• (d) The principal transfer office of the Company is situated at the office of its principal share registrars, Butterfield Fund Services (Bermuda) Limited at Rosebank Centre, 11 Bermudiana Road, Hamilton, Bermuda and the Hong Kong Branch transfer office of the Company is situated at the office of its Hong Kong Branch share registrars, Tengis Limited at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong.

• (e) In case of inconsistency, the English text of this circular shall prevail over the Chinese text.

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