3SBio Inc. — Proxy Solicitation & Information Statement 2004

Jul 12, 2004

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, 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

ESTABLISHMENT OF JOINT VENTURE TO DEVELOP PROPERTIES IN BEIJING

A letter from the board of directors of the Company is set out on pages 4 to 10 of this circular.

12th July, 2004

* For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
The CJV Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Details of Beijing Lippo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Details of and reasons for the investment in the Project . . . . . . . . . . . . . . . . . . . . .	8
Information on the joint venture partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
General information and Listing Rules implication . . . . . . . . . . . . . . . . . . . . . . . . .	9
Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix – General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

DEFINITIONS

In this circular, the following expressions have the meanings respectively set opposite them unless the context otherwise requires:

“BDA”	北京經濟技術開發區(Beijing Economic-Technological
	Development Area), the exclusive state-level
	development area in Beijing approved by the State
	Council of the PRC on 25th August, 1994
“Beijing Lippo”	北京力寶博大創新置業有限公司(Beijing Lippo-Boda-
	Star Real Estate Co., Ltd.), being the Chinese-foreign
	cooperative joint venture enterprise with limited
	liability to be established under the CJV Contract for
	the purpose of developing the Project
“BETIDC”	北京經濟技術投資開發總公司(Beijing Economic &
	Technological Investment Development Corp.), a state-
	owned entity established in the PRC for the
	development of BDA
“Board”	the board of Directors
“Business Days”	the days during which banks in the PRC open for
	businesses
“CJV Contract”	the Chinese-foreign cooperative joint venture contract
	dated 8th June, 2004 and entered into between BETIDC,
	Uchida and CTIC in relation to the Project
“CTIC”	中國技術創新有限公司(China Technology Innovation
	Corporation), an entity established in the PRC
“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 being a subsidiary of LCR
“connected person”	has the same meaning as defined in the Listing Rules
	and references to “connected” and “independent” shall
	be construed accordingly
“Directors”	the directors of the Company
“Further Conditions”	the conditions as set out in the paragraph headed
	“Further Conditions” under the section headed “The
	CJV Contract” in the letter from the Board of this
	circular

1

DEFINITIONS

• “HKC Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Initial Conditions” the conditions as set out in the paragraph headed “Initial Conditions” under the section headed “The CJV Contract” in the letter from the Board of this circular

• “Land Contract” the state-owned Land Use Right grant contract to be entered into between BETIDC and the relevant land administration and management bureau in respect of the grant of the Land Use Right to BETIDC

• “Land Premium” the amount payable by Beijing Lippo to BETIDC within 15 Business Days of Beijing Lippo’s obtaining the Land Use Certificate, and which shall be calculated in accordance with the following formula: actual surveyed area (釘樁實測面積 ) of the Site in sq.m. x RMB1,800 per sq.m. – the RMB equivalent of US$6,000,000 converted at the mid-rate of exchange of RMB to US$ quoted by the People’s Bank of China on the payment date

• “Land Use Certificate” the state-owned land use certificate in respect of the Site issued by the relevant land administration and management bureau

• “Land Use Right” the land use right over the Site

• “Latest Practicable Date” 8th July, 2004, 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, the shares of which are listed on the Stock Exchange and being a subsidiary of Lippo

• “Lippo” Lippo Limited 力寶有限公司, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Stock Exchange and being the holding company of LCR and the Company

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange (as amended from time to time)

2

DEFINITIONS

“Model Code”	the Model Code for Securities Transactions by Directors
	of Listed Companies under the Listing Rules
“PRC”	the People’s Republic of China (but, for the purpose
	of this circular, excluding Hong Kong, the Macao
	Special Administrative Region of the People’s Republic
	of China and Taiwan)
“PRC Legal Opinion”	the PRC legal opinion issued by Tian Yuan Law Firm
	on 8th June, 2004 to Uchida in connection with
	Uchida’s obligations under the CJV Contract and for
	the purpose of incorporation in any announcement or
	circular to be issued by Lippo, LCR and the Company
	in connection with the CJV Contract
“Project”	the development of the Site, further details of which
	are set out in the section headed “Details of and
	reasons for the investment in the Project” in the letter
	from the Board of this circular
“SFO “	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong)
“Site”	the land situated at Lot no.4C1 in BDA with a total
	area of approximately 50,745 sq.m. (subject to final
	survey)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Uchida”	Uchida Limited, a company incorporated in the British
	Virgin Islands with limited liability and being an
	indirect wholly-owned subsidiary of the Company
“BGN”	Bulgarian Leva, the lawful currency of the Republic of
	Bulgaria
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“RMB”	Renminbi, the lawful currency of the PRC
“sq.m.”	square metres
“US$”	United States dollars, the lawful currency of the United
	States of America

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)

Board of Directors

Non-executive Director:

Dr. Mochtar Riady (Chairman)

Registered office: Clarendon House Church Street Hamilton HM 11 Bermuda

Executive Directors:

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

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

Independent Non-executive Directors:

Mr. Leon Nim Leung Chan Mr. Albert Saychuan Cheok

12th July, 2004

To the shareholders of the Company

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION

ESTABLISHMENT OF JOINT VENTURE TO DEVELOP PROPERTIES IN BEIJING

INTRODUCTION

On 8th June, 2004, the Board announced that Uchida (being an indirect wholly-owned subsidiary of the Company) entered into the CJV Contract with its joint venture partners BETIDC and CTIC in relation to the setting up of a co-operative joint venture company, Beijing Lippo, for the development of the Project and this constituted a discloseable transaction for the Company under the Listing Rules. The purpose of this circular is to provide you with further details regarding the CJV Contract. The Project is situated in the prime location of 北京經濟技術開發區 (Beijing Economic-Technological Development Area). It is currently anticipated that the construction of the Project will commence in or about

* For identification purpose only

4

LETTER FROM THE BOARD

December 2004. The Project is tentatively planned to comprise five buildings for office, apartment, hotel and commercial facility uses which will either be leased or sold upon its completion. The total area of the Site is approximately 50,745 sq.m. (subject to final survey). It is expected that the total investment of the Company and Uchida in Beijing Lippo and the Project will amount to approximately US$19.2 million (approximately HK$149.76 million), being the capital commitment of Uchida under the CJV Contract.

Subject to the satisfaction of certain conditions as set out in the section headed “Certain principal obligations of the parties – BETIDC” of this letter, BETIDC will be responsible for procuring that Beijing Lippo shall obtain the Land Use Right.

The capital commitment of Uchida under the CJV Contract is US$19.2 million (approximately HK$149.76 million), which shall be provided in the form of registered capital contribution, and the capital commitment of CTIC under the CJV Contract is US$4.8 million (approximately HK$37.44 million), which shall also be provided in the form of registered capital contribution. Uchida and CTIC will each pay 15% of its registered capital contribution to Beijing Lippo within 15 Business Days of the satisfaction of the Initial Conditions.

Uchida and CTIC will each pay the 85% balance of its registered capital contribution to Beijing Lippo within 7 Business Days of the satisfaction of the Further Conditions.

THE CJV CONTRACT

Date

The CJV Contract was entered into on 8th June, 2004.

Parties

1. BETIDC

2. Uchida

3. CTIC

Objective

To develop and operate the Project.

Conditions

Initial Conditions

Uchida and CTIC will each pay in total the 15% of its registered capital contribution to Beijing Lippo within 15 Business Days of the satisfaction of the following four conditions: (1) the signing of the Land Contract by BETIDC and the relevant land administration and management bureau and the provision of copies thereof to Uchida and CTIC respectively; (2) the provision by BETIDC to Uchida and CTIC respectively of evidence of payment by

5

LETTER FROM THE BOARD

BETIDC of all the Land Use Right grant premium in accordance with the Land Contract and relevant taxes and fees; (3) the provision by BETIDC to Uchida and CTIC respectively of copies of evidence of the relevant land administration and management bureau having received all relevant documents and commenced processing of the application for the Land Use Certificate or the obtaining by BETIDC of the Land Use Certificate issued in its name and the provision of copies thereof to Uchida and CTIC respectively; and (4) the issue of the business licence to Beijing Lippo and the receipt of copies thereof by Uchida and CTIC respectively. BETIDC is going through necessary process prior to the signing of the Land Contract. The Land Contract has not yet been signed and as the other conditions are dependent upon the signing of the Land Contract, the other conditions will not be satisfied until signing of the Land Contract.

Further Conditions

Uchida and CTIC will each pay the remaining 85% balance of its registered capital contribution to Beijing Lippo within 7 Business Days after Beijing Lippo has become the lawful owner of the Land Use Right and Uchida and CTIC have respectively received copies of the Land Use Certificate. The satisfaction of the Further Conditions is expected to occur in or about December 2004.

Certain principal obligations of the parties

1. BETIDC (i) BETIDC will endeavour to complete the following within 2 months after the signing of the CJV Contract: (1) the entering into of the Land Contract between BETIDC and the relevant land administration and management bureau; (2) the payment by BETIDC of all the Land Use Right grant premium in accordance with the Land Contract and relevant taxes and fees; and (3) the submission by BETIDC to the relevant land administration and management bureau of all the relevant documents for applying for the Land Use Certificate to be issued in its name.

2. (ii) Payment of all costs and expenses relating to the transfer of the Land Use Right to Beijing Lippo (including, without limitation, the related Land Use Right grant premium, construction costs for the leveled land and the installation of infrastructure facilities (nine connections) up to the red-line boundary of the Site and its share of taxes and fees under PRC law in connection with the transfer of the Land Use Right to Beijing Lippo).

3. (iii) Within 3 Business Days of BETIDC obtaining the Land Use Certificate issued in its name and the provision of a copy of the business licence of Beijing Lippo to BETIDC, BETIDC shall notify Beijing Lippo to (a) pay its share of the relevant tax under PRC law for the transfer to it of the Land Use Right from BETIDC and (b) Beijing Lippo provide an undertaking to BETIDC to pay the Land Premium to BETIDC, both within 15 Business Days after receiving the notification from BETIDC. Upon the satisfaction of (a) and (b) by Beijing Lippo, BETIDC shall, within 15 Business Days thereof, complete the procedures for the transfer of the Land Use Right to Beijing Lippo.

6

LETTER FROM THE BOARD

• (iv) Warranting that the gross floor area of the Site will be not less than 170,000 sq.m.

• (v) To assist Beijing Lippo or any companies designated by it to endeavour to obtain the exclusive development and operation rights over the remaining land in the business and commercial street area in BDA (within one year of the establishment of Beijing Lippo) from relevant PRC government authorities.

• (vi) To assist Beijing Lippo in obtaining the relevant permits and approvals for the Project from relevant PRC government authorities.

• Uchida (i) Uchida will pay 15% of its registered capital contribution, being US$2,880,000 (approximately HK$22,464,000) in cash, to Beijing Lippo within 15 Business Days of the satisfaction of the Initial Conditions.

• (ii) Uchida will pay the 85% balance of its registered capital contribution to Beijing Lippo, being US$16,320,000 (approximately HK$127,296,000) in cash, within 7 Business Days of the satisfaction of the Further Conditions.

• CTIC (i) CTIC will pay 15% of its registered capital contribution, being US$720,000 (approximately HK$5,616,000) in cash, to Beijing Lippo within 15 Business Days of the satisfaction of the Initial Conditions.

• (ii) CTIC will pay the 85% balance of its registered capital contribution, being US$4,080,000 (approximately HK$31,824,000) in cash, to Beijing Lippo within 7 Business Days of the satisfaction of the Further Conditions.

• (iii) CTIC shall arrange to raise for Beijing Lippo additional funds required by Beijing Lippo for the Project.

• (iv) To assist in obtaining relevant governmental approval and registrations in connection with the setting up of Beijing Lippo.

DETAILS OF BEIJING LIPPO

1. Capital and funding

The registered capital of Beijing Lippo will be US$24,000,000 (approximately HK$187,200,000) and the total investment amount will be US$72,000,000 (approximately HK$561,600,000). The registered capital will be funded as to US$19,200,000 (approximately HK$149,760,000) by Uchida and as to US$4,800,000 (approximately HK$37,440,000) by CTIC. Uchida and CTIC (as the case may be) will each pay in total 15% of its registered capital contribution to Beijing Lippo within 15 Business Days of the satisfaction of the Initial Conditions and Uchida and CTIC (as the case may be) will each pay the remaining 85% balance of its respective registered capital contribution to Beijing Lippo within 7 Business Days of the satisfaction of the Further Conditions.

7

LETTER FROM THE BOARD

The difference between the registered capital and the actual development costs of the Project will be met through bank loans to Beijing Lippo and other fund raising methods by Beijing Lippo. Uchida has received the PRC Legal Opinion from its legal advisers on PRC law confirming that based on the terms of the CJV Contract, Uchida’s total capital commitment (whether equity, loan or otherwise) in connection with the establishment of Beijing Lippo is US$19.2 million (approximately HK$149.76 million) and further, that Uchida has no further obligations in respect of any future funding requirements of Beijing Lippo or the Project under the CJV Contract other than the said US$19.2 million (approximately HK$149.76 million). Uchida will provide assistance (other than financial assistance) to Beijing Lippo in respect of its financing arrangements. No guarantee or indemnity has been provided by Uchida or the HKC Group in connection with the Project.

Further, the CJV Contract explicitly states that any further funding required by Beijing Lippo for the Project shall be arranged by CTIC for Beijing Lippo. It is not the intention of the parties to provide any additional funding from their own resources. Accordingly, so far as Uchida is concerned, its capital commitment is fixed and it has no further obligation, or intention, to provide additional funding. It is also the intention of the parties that any further funding raised by Beijing Lippo should be from third parties on a non-recourse basis to the investors.

2. Profit sharing

The net profit after deducting tax and statutory reserves of Beijing Lippo will be shared as to 20% by BETIDC, 64% by Uchida and 16% by CTIC.

3. Board composition

Uchida shall have the right to appoint four directors and each of BETIDC and CTIC shall be entitled to appoint one director to the board of Beijing Lippo.

4. Duration of Beijing Lippo

40 years from the date of the issue of the business licence of Beijing Lippo.

5. Business objective of Beijing Lippo

Beijing Lippo shall be established for the sole purpose of developing and operating the Project.

DETAILS OF AND REASONS FOR THE INVESTMENT IN THE PROJECT

The Project is situated in BDA. BDA is located in the southeastern part of Beijing, the PRC. The first phase of BDA, being the core of the planned Beijing Yizhuang Satellite City, is located between the entrance of the Beijing-Tianjing-Tanggu Highway in southeast Beijing, the Fifth-ring Road and the Sixth-ring Road. It is approximately 7 kilometres away from downtown area of Beijing. The Project is situated at a prime location within BDA. It is currently anticipated that the Project will commence in or about December 2004, and the Project is tentatively planned to comprise five buildings for office, apartment, hotel and commercial facility uses. The total area of the Site is approximately 50,745 sq.m. (subject to final survey). The properties to be developed on the Site are intended for sale and leasing.

8

LETTER FROM THE BOARD

BDA’s infrastructure has reached the standard of “nine connections and leveled land”. “Nine connections” refers to the availability of access road and pipelines for drainage, sewage, water supply, natural gas, electricity, telecommunication, heating and cable television. “Leveled land” means that the land is leveled for construction work to commence. Furthermore, BDA is supported by well-developed municipal infrastructure and supporting facilities such as bonded warehouse, central post office, financial services institutions, fire station, a hospital and logistic services centre.

Given the fact that the Project is located in the only state-level economic-technological development area in Beijing which accords its tenants certain tax and other benefits, the Directors believe that the Project represents a good opportunity for the Company to develop its business in Beijing, the capital of the PRC.

The Directors confirm that the terms of the CJV Contract including the value of the consideration as well as the profit sharing arrangements thereunder were determined and arrived at after arm’s length negotiations. The Directors believe that the terms of the CJV Contract are fair and reasonable and are in the interests of the shareholders of the Company as a whole. Further, the Directors believe that the effect of the making of the investment in the Project will not have any significant impact on the earnings and assets and liabilities of the HKC Group because the joint venture is newly set up at cost. The accounting treatment of the Land Use Right transferred from BETIDC to Beijing Lippo is yet to be decided. The Directors will ensure that it will be in accordance with the accounting principles generally accepted in Hong Kong. With the benefits of the Project as set out above, the Directors believe that the Project potentially would become a revenue generating source in the form of sales proceeds and rental income and would be a valuable investment.

INFORMATION ON THE JOINT VENTURE PARTNERS

BETIDC is a state-owned entity established in the PRC for the development of BDA.

CTIC is a company established under PRC law with eight shareholders including 中 國工程院 (China Academy of Engineering), 國家科技部火炬高技術產業開發中心 (China Torch High Technology Development Foundation of The Ministry of Science and Technology), 北京清華控股有限公司 (Tsinghua Holdings Co. Ltd.) and 北京北大科技園發 展有限公司 (Peking University Science Park Development Company). CTIC is engaged in the investment and/or development of different businesses including, without limitation, development of science parks, communications and electronic products businesses. It has also invested in many other entities in the PRC.

GENERAL INFORMATION AND LISTING RULES IMPLICATION

The HKC Group is principally engaged in investment holding, fund management, underwriting, corporate finance, securities broking, securities investment, treasury investment, money lending, commercial banking and other financial services. The HKC Group will fund the US$19.2 million (approximately HK$149.76 million) registered capital contribution of Uchida from its internal resources.

9

LETTER FROM THE BOARD

As the maximum capital commitment of Uchida under the CJV Contract is US$19.2 million (approximately HK$149.76 million), and Uchida is not obliged to provide any shareholder’s loan or guarantee for borrowings of Beijing Lippo, the CJV Contract constitutes a discloseable transaction of the Company under the Listing Rules.

To the best of the Directors’ knowledge, information and belief, BETIDC and CTIC and the ultimate beneficial owners of BETIDC and CTIC are independent third parties independent from the Company and connected persons (as defined in the Listing Rules) of the Company.

FURTHER INFORMATION

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

By Order of the Board John Luen Wai Lee Director

10

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. QUALIFICATION AND CONSENT OF EXPERT

The following is the qualification of the expert whom has given opinion or advice contained or referred to in this circular:

Name Qualification Tian Yuan Law Firm law firm established under the laws and regulations of the PRC and duly approved by the Beijing Municipal Justice Bureau and qualified PRC lawyers duly approved by the Ministry of Justice

Tian Yuan Law Firm has given and has not withdrawn its written consent to the issue of this circular with the references to and summary of the PRC Legal Opinion included in the form and context in which it is included.

As at the Latest Practicable Date, Tian Yuan Law Firm had no shareholding interest in any member of the HKC Group or the right (whether legally enforceable or not) to subscribe for securities in any member of the HKC Group.

3. DIRECTORS’ AND CHIEF EXECUTIVE’S INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY AND ASSOCIATED CORPORATIONS

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

11

APPENDIX

GENERAL INFORMATION

required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange, were as follows:

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

					Approximate
	Personal				percentage
	interests	Family			of total
	(held as	interests			interests in
Name of	beneficial	(interest of	Other	Total	the issued
Director	owner)	spouse)	interests	interests	share capital
Number of ordinary
shares of HK$1.00 each
in the Company
Mochtar Riady	–	–	987,730,440	987,730,440	73.34
			(Note 1)
Stephen Riady	–	–	987,730,440	987,730,440	73.34
			(Note 1)
John Luen Wai Lee	200	200	–	400	0.00
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)

12

APPENDIX

GENERAL INFORMATION

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 987,730,440 ordinary shares of HK$1.00 each in, representing approximately 73.34% 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% 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% 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% of, the issued share capital of LCR.

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
			percentage
		Number of	of interest in
		shares	the issued
Name of associated corporation	Class of shares	interested	share capital
Abital Trading Pte. Limited	Ordinary shares	2	100
AcrossAsia Multimedia Limited	Ordinary shares	3,669,576,788	72.45
		(Note a)
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)

13

APPENDIX

GENERAL INFORMATION

			Approximate
			percentage
		Number of	of interest in
		shares	the issued
Name of associated corporation	Class of shares	interested	share capital
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 Limited	Ordinary shares	2,500,000	100
	Non-voting deferred	7,500,000	100
	shares
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

14

APPENDIX

GENERAL INFORMATION

Note:

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

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

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

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

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

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

As at the Latest Practicable Date, Mr. Stephen Riady, as beneficial owner, was directly interested in 5 ordinary shares of HK$1.00 each in, representing 25% 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 100% 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% of, the issued share capital of AcrossAsia Multimedia 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 1,000,000 ordinary shares of HK$1.00 each in, representing 5% 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

15

APPENDIX

GENERAL INFORMATION

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% of, the issued share capital of LCR. None of the options were exercised by Mr. John Luen Wai Lee ever 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).

All the interests stated above represent long positions. Save as disclosed herein, as at the Latest Practicable Date, 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.

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).

4. INTERESTS AND SHORT POSITIONS OF SUBSTANTIAL SHAREHOLDERS

So far as is known to the Directors or chief executive of the Company, as at the Latest Practicable Date, the persons/companies (other than the Directors or chief executive of the Company) who have interests or short positions in the shares and underlying shares of the Company 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 are, directly or indirectly,

16

APPENDIX

GENERAL INFORMATION

interested in 10% 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 members of the HKC Group are as follows:

(i) The Company

	No. of ordinary shares of	Approximate
Name	HK$1.00 each	percentage
HKCL Holdings Limited	821,146,440	60.97
(“HKCL Holdings”)
LCR	987,730,440	73.34
Lippo	987,730,440	73.34
Lippo Cayman	987,730,440	73.34
Lanius	987,730,440	73.34
Madam Lidya Suryawaty	987,730,440	73.34

Note:

1. HKCL Holdings, the immediate holding company of the Company, as beneficial owner, held 821,146,440 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% 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%, 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% 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 987,730,440 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”.

17

APPENDIX

GENERAL INFORMATION

(ii) Akarie Resources Limited OOD

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

Note: Goldfix Pacific Ltd. is an indirect wholly-owned 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 Name of US$1.00 each Percentage Tiger Square Ltd. 10,408 “A” shares 51 10,408 “B” shares 51

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

(iv) TechnoSolve Limited

	No. of ordinary shares
Name	of HK$1.00 each	Percentage
HKCL Investments Limited	18,300,000	91.5

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

(v) The Macau Chinese Bank Limited

No. of ordinary shares

	No. of ordinary shares
Name	of MOP100 each	Percentage
Winwise Holdings Limited 1,530,000		85
Wong	Kon Kei 270,000	15
Note:	Winwise Holdings Limited 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, the Directors or chief executive of the Company are not aware of any other person who has an interest or short position in the shares and underlying shares of the Company 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 is, directly or indirectly, interested in 10% 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 HKC Group as at the Latest Practicable Date.

18

APPENDIX

GENERAL INFORMATION

5. DIRECTORS’ SERVICE CONTRACTS

None of the Directors has entered into any service agreements with any member of the HKC Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation other than statutory compensation).

6. LITIGATION

No member of the HKC Group is engaged in any litigation or arbitration of material importance and no litigation or claim of material importance is known to the Directors to be pending or threatened by or against any member of the HKC Group.

7. COMPETING INTERESTS OF DIRECTORS AND ASSOCIATES

As at the Latest Practicable Date, none of the Directors was interested in any business which compete or is likely to compete, either directly or indirectly, with the businesses of the HKC Group.

8. GENERAL

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

• (b) The company secretary and the qualified accountant of the Company are Mr. Andrew Tat Kwong Hau and Mr. Alex Shiu Leung Au respectively. Their professional qualifications are as follows:

Mr. Andrew Tat Kwong Hau is a fellow member of The Institute of Chartered Secretaries and Administrators and The Hong Kong Institute of Company Secretaries.

Mr. Alex Shiu Leung Au is an associate member of The Institute of Chartered Accountants in England and Wales and Hong Kong Society of Accountants.

19