3SBio Inc. — Proxy Solicitation & Information Statement 2007

Sep 24, 2007

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 licensed securities dealer, other licensed corporation, 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, licensed securities dealer 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.

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HONGKONG CHINESE LIMITED 香港華人有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 655)

DISCLOSEABLE TRANSACTION

DEEMED DISPOSAL AND ENTRY INTO A JOINT VENTURE IN RESPECT OF PROPERTY LOCATED AT 53 HOLLAND ROAD, SINGAPORE

* For identification purpose only

25th September, 2007

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
The Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Terms of the Shareholders’ Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Reasons for and benefits of the Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Financial effects of the Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Information on the Company and Lippo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Information on the counterparties to the joint venture . . . . . . . . . . . . . . . . . . . . . .	10
Listing Rules implications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

DEFINITIONS

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

“Acceptance Date”	20th June, 2007, being the date on which LPPL was
	accepted as the nominee to purchase the Property
	pursuant to the Conditions of Tender;
“Acquisition”	acquisition of the Property;
“Announcement”	the joint announcement of the Company and Lippo
	dated 5th September, 2007;
“associates”	has the meaning ascribed to it under the Listing Rules;
“Board”	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 an approximate 51.4 per cent. subsidiary
	of Lippo;
“Conditions of Tender”	the conditions of tender and sale issued by the Vendors
	in connection with the offer for sale of the Property;
“Director(s)”	director(s) of the Company;
“Disposal”	the dilution of HKC Group’s equity interest in WPL
	from 100 per cent. to 50 per cent., by the allotment
	and issue of new WPL Shares to Kingtek and Highland
	which constitutes a deemed disposal under the Listing
	Rules;
“Fudo”	Fudo Capital L.P., an exempted limited partnership
	incorporated in the Cayman Islands;
“Group” or “HKC Group”	the Company and its subsidiaries;
“Highland”	Highland Investment Ltd, a company incorporated in
	the Cayman Islands with limited liability and a wholly-
	owned subsidiary of Fudo;
“HKC Shareholders”	shareholders of the Company;
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China;

• For identification purpose only

• 1 •

DEFINITIONS

“June Announcement”	the joint announcement of Lippo, LCR and the
	Company dated 21st June, 2007;
“Kingtek”	Kingtek Limited, a company incorporated in the British
	Virgin Islands with limited liability and an indirect
	wholly-owned subsidiary of the Company;
“Kingtek Advance”	the advance, by Kingtek to WPL, in the sum of
	S$7,227,720 (equivalent to approximately
	HK$36,979,000) for WPL and/or LPPL to purchase the
	Property (including certain administrative costs), such
	advance to be repaid by WPL from the subscription
	monies to be received on execution of the Shareholders’
	Agreement;
“Land Titles (Strata) Act”	Land Titles (Strata) Act (Cap. 158) of the law of
	Singapore;
“Latest Practicable Date”	20th September, 2007, 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 a former holding company of the Company;
“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;
“Lippo Shareholders”	shareholders of Lippo;
“Listing Rules” or “Rule”	Rules Governing the Listing of Securities on the Stock
	Exchange;
“LPPL”	Lippo Project Pte. Limited (Registration
	No.: 200516758E), a company incorporated in
	Singapore with limited liability and a wholly-owned
	subsidiary of WPL;
“LPPL Shares”	shares of S$1.00 each in the share capital of LPPL;
“Model Code”	Model Code for Securities Transactions by Directors
	of Listed Issuers under the Listing Rules;

• 2 •

DEFINITIONS

“Project” the acquisition of the Property, the demolition of the building and structures thereon (whether above or below ground), the construction, redevelopment, sale and marketing and management of a new residential development on the Property; “Property” the whole of the site located at 53 Holland Road, Singapore together with the building or buildings erected or to be erected thereon and now known as “Aura Park”; “Purchase Price” an amount of S$55,500,000 (equivalent to approximately HK$283,955,000), being the consideration payable for the Property in accordance with the Conditions of Tender; “Sale Agreement” the written letter confirming acceptance of the Tender by the Vendors together with the Conditions of Tender and any amendments and supplements thereto;

• “Sale Approval” the later of: (a) three months after an order has been made by the Strata Titles Board for the sale of the Property pursuant to the Land Titles (Strata) Act (if required), or (b) in the event the Vendors’ solicitors confirm in writing that an order of the Strata Titles Board is no longer required, three months from the date of receipt by LPPL of such confirmation;

• “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

• “Shareholders’ Agreement” shareholders’ agreement dated 3rd September, 2007 entered into between (1) Kingtek, (2) Highland and (3) WPL governing the relationship between the parties in respect of WPL and its subsidiary(ies);

• “Shares” ordinary shares of HK$1.00 each in the share capital of the Company;

• “Singapore” the Republic of Singapore;

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited;

• “Strata Titles Board” a strata titles board constituted under the Building Maintenance and Strata Management Act 2004 (Act 47 of 2004) of Singapore;

• 3 •

DEFINITIONS

“Tender”	the tender offer submitted by HKC Group for the en-
	bloc purchase of the Property;
“Vendors”	the registered proprietors of not less than 80 per cent.
	of the units who have agreed in writing to sell their
	units, and in the event that an order for the sale of the
	Property is made by the Strata Titles Board, “Vendors”
	shall mean all the registered proprietors of all units
	after such order has been made;
“WPL”	Wealthy Place Limited, a company incorporated in the
	British Virgin Islands with limited liability;
“WPL Shareholders”	shareholders of WPL from time to time which comprise
	initially of Kingtek and Highland;
“WPL Shares”	shares of US$1.00 each in the share capital of WPL;
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong;
“MOP”	Macau pataca, the lawful currency of the Macao Special
	Administrative Region of the People’s Republic of
	China;
“S$”	Singapore dollar, the lawful currency of Singapore;
	and
“US$”	United States dollar, the lawful currency of the United
	States of America.

Note: For use in this circular and for illustration purposes only, conversion of S$ into HK$ is based on the approximate exchange rate of S$1.00 to HK$5.1163 as at 3rd September, 2007. No representation or assurance is made or given that any amount in S$ or HK$ could be converted at such rate or any other rates.

• 4 •

LETTER FROM THE BOARD

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HONGKONG CHINESE LIMITED 香港華人有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 655)

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

Executive Directors: Mr. Stephen Riady (Chief Executive Officer) Mr. John Luen Wai Lee, J.P. 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

25th September, 2007

To the shareholders of the Company

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION

DEEMED DISPOSAL AND ENTRY INTO A JOINT VENTURE IN RESPECT OF PROPERTY LOCATED AT 53 HOLLAND ROAD, SINGAPORE

INTRODUCTION

Reference is made to the Announcement announcing that on 3rd September, 2007, Kingtek, Highland and WPL entered into a Shareholders’ Agreement in relation to (i) the equity funding of WPL as the joint venture company (holding company of LPPL, purchaser of the Property) and (ii) the rights and obligations of each of Kingtek and Highland as the shareholders of WPL. On completion of the Disposal, the Company’s interest in the Project, through its shareholding in WPL, is reduced from 100 per cent. to 50 per cent. The reduction of HKC Group’s equity interest by the allotment and issue of new WPL Shares to Highland constitutes a deemed disposal under the Listing Rules.

* For identification purpose only

• 5 •

LETTER FROM THE BOARD

The purpose of this circular is to provide you with further information in relation to the Disposal.

THE DISPOSAL

Pursuant to the June Announcement in respect of the Acquisition, the Tender made by the HKC Group for the collective sale of the Property was accepted by the Vendors and LPPL was nominated by HKC Group as purchaser of the Property pursuant to the Conditions of Tender.

LPPL is a wholly-owned subsidiary of WPL which, prior to the Disposal, was a wholly-owned subsidiary of Kingtek. Kingtek is an indirect wholly-owned subsidiary of the Company.

Agreement has now been reached for Kingtek to enter into a joint venture arrangement with Highland for the purposes of holding and developing the Property and on 3rd September, 2007, Kingtek, Highland and WPL entered into the Shareholders’ Agreement in relation to (i) the equity funding of WPL as the joint venture company (holding company of LPPL, purchaser of the Property), and (ii) the rights and obligations of each of Kingtek and Highland as the shareholders of WPL.

Pursuant to the Conditions of Tender, 10 per cent. of the Purchase Price has been paid and 90 per cent. of the Purchase Price is to be paid within three months of the Acceptance Date or the Sale Approval, whichever is the later. As at the date of the Announcement, the HKC Group has already paid S$7,227,720 (equivalent to approximately HK$36,979,000) towards the Property, comprising the sum of (i) S$5,550,000 (equivalent to approximately HK$28,395,000) being 10 per cent. of the Purchase Price paid, (ii) the amount of S$1,659,600 (equivalent to approximately HK$8,491,000) being stamp fee in respect of the Acquisition, and (iii) certain administrative costs.

It is intended that WPL shares will be subscribed in stages by each of Kingtek and Highland on an equal basis. Upon subscription of WPL Shares by Kingtek and Highland on execution of the Shareholders’ Agreement, such initial subscription monies shall be used to repay the Kingtek Advance and to enable LPPL to meet its payment obligations under the Sale Agreement in relation to the Property (further details of which are set out below under the heading “Terms of the Shareholders’ Agreement”).

Kingtek’s participation in the joint venture shall be funded by the Company. On completion of the Disposal, HKC Group’s interest in the Project, through its indirect shareholding in WPL, is reduced from 100 per cent. to 50 per cent. Such a reduction in HKC Group’s shareholding percentage in WPL following the allotment of new shares by a subsidiary is regarded as a deemed disposal by the Company under Chapter 14 of the Listing Rules. As WPL is not a “major subsidiary” pursuant to Rule 13.25(2) of the Listing Rules, the Disposal does not constitute a material dilution in a major subsidiary of the Company pursuant to Rule 13.36(1)(a)(ii).

• 6 •

LETTER FROM THE BOARD

TERMS OF THE SHAREHOLDERS’ AGREEMENT

Date

3rd September, 2007

Parties

• (1) Kingtek, (2) Highland and (3) WPL

Objective

The objective of WPL is confined to the 100 per cent. ownership of LPPL. The business of LPPL shall principally be the following:

• (a) performance of the Project;

• (b) the obtaining of the relevant approvals for strata subdivision of, and the issue of the relevant Subsidiary Strata Certificates of Title (as referred to therein) for the Project and/or the units thereof;

• (c) subject to prevailing market conditions, the selling and/or leasing of the units comprised in the Project;

• (d) generally, to perform all acts, matters and things as may be consistent with, necessary for or incidental to the attainment of any and all of the foregoing objects,

and any other business as the WPL Shareholders may decide, in accordance with the terms of the Shareholders’ Agreement.

Subscription

Prior to the execution of the Shareholders’ Agreement, the entire issued share capital of WPL, being one fully paid up WPL Share, was held by Kingtek. Upon execution of the Shareholders’ Agreement, 3,035,434 and 3,035,435 new WPL Shares has been allotted and issued to Kingtek and Highland respectively at the par value of US$1.00 each and consequently, each of Kingtek and Highland holds 3,035,435 WPL Shares upon execution of the Shareholders’ Agreement. The total subscription monies and the US$1 received in respect of the one WPL Share already held by Kingtek in the sum of US$6,070,870 (equivalent to approximately S$9,227,720) shall be applied to repay the Kingtek Advance and to subscribe for 2,000,000 new LPPL Shares at a par value of S$1.00 each.

In addition, Highland agrees to pay to Kingtek interest at 3.65 per cent. per annum on half the amount of S$7,209,600 (equivalent to approximately HK$36,886,000) (being the amount of stamp fee and 10 per cent. of the Purchase Price).

• 7 •

LETTER FROM THE BOARD

Further equity capital injections

Each of Kingtek and Highland respectively agrees with and undertakes to each other and WPL that they will subscribe for additional WPL Shares upon the occurrence of the following events (subject to the maximum subscription monies of S$14,000,000 (equivalent to approximately HK$71,628,000) to be paid by each of Kingtek and Highland):

• upon completion of the Acquisition whereby each of Kingtek and Highland shall subscribe for 3,651,316 new WPL Shares at par (number of shares will be subject to adjustment according to the prevailing US$/S$ exchange rate at that time) for the amount of S$5,550,000 (equivalent to approximately HK$28,395,000);

• when required by WPL in order to meet its and LPPL’s financing costs and other operational payments; and

• when required by way of a resolution of the board of directors of WPL.

• Constitution of the Unless otherwise agreed by all the WPL Shareholders in writing, board of WPL the maximum number of directors nominated by the WPL Shareholders to the board of directors of WPL shall consist of a maximum of four and the WPL Shareholders shall have the right to nominate members of the board in proportion to their respective shareholding in WPL from time to time.

Quorum

• The quorum for any meeting of the board of directors of WPL shall be two directors comprising one director nominated by each of Kingtek and Highland. The quorum of any general meeting of WPL shall be two or more WPL Shareholders present in person or by proxy, which shall include Kingtek and Highland (or their respective proxies).

• Use of funding The subscription funds shall be used for LPPL to meet its payment obligations under the Sale Agreement in relation to the Property. The parties agree that funding obtained by WPL from Kingtek and Highland shall be injected by equity from WPL to LPPL for the Project.

• Development It is intended that LPPL will establish a development committee committee to monitor the practical execution, progress, construction and completion of the Project. The development committee shall consist of four members, comprising two members appointed by Kingtek and two members appointed by Highland. Each shareholder shall have the right to appoint the same number of members of the development committee, and to appoint any replacement of such members.

• 8 •

LETTER FROM THE BOARD

Transfer of shares

In the event any WPL Shareholder wishes by written notice to transfer all (and not some only) of the WPL Shares held by it, it shall offer to sell to the other WPL Shareholder(s) their pro-rata portion of such interests of WPL Shares proposed to be sold by the selling WPL Shareholder.

REASONS FOR AND BENEFITS OF THE DISPOSAL

The bringing in of a reputable and financially strong joint venture partner into the Project will provide another source of financing for the Project.

Accordingly, the Directors are of the view that the terms of the Shareholders’ Agreement are fair and reasonable, are on arm’s length basis and are in the interest of the HKC Shareholders and the Lippo Shareholders as a whole.

FINANCIAL EFFECTS OF THE DISPOSAL

LPPL is a wholly-owned subsidiary of WPL. Apart from its interest in the Project through LPPL, WPL has no assets or business activity. As the WPL Shareholders shall subscribe for new shares in WPL at par value, there is no gain or loss to the Group.

As at 31st December, 2005 and 31st December, 2006, the negative consolidated net asset values of WPL were HK$5,000 and HK$46,000 respectively. The consolidated loss for the period ended 31st December, 2005 and the year ended 31st December, 2006 of WPL were HK$5,000 and HK$43,000 respectively. Following the Disposal, both WPL and LPPL ceased to be subsidiaries of the Company. They will be accounted for as jointly controlled entities of the Group and will be included in the consolidated financial statements of the Group using the equity method in accordance with the accounting policies of the Group.

INFORMATION ON THE COMPANY AND LIPPO

The principal business activity of the Company is investment holding. The principal activities of the subsidiaries of the Company include investment holding, property investment and development, fund management, underwriting, corporate finance, securities broking, securities investment, treasury investment, money lending, banking and other related financial services.

The principal business activity of Lippo is investment holding. The principal activities of the subsidiaries of Lippo include investment holding, property investment and development, retail business, fund management, underwriting, corporate finance, securities broking, securities investment, treasury investment, money lending, banking and other related financial services.

• 9 •

LETTER FROM THE BOARD

INFORMATION ON THE COUNTERPARTIES TO THE JOINT VENTURE

Highland is a wholly-owned subsidiary of Fudo for the sole purpose of holding the 50 per cent. equity interest in WPL. Fudo, a discretionary close-ended Asian opportunistic real estate fund with a committed capital of US$430 million, is in the business of seeking out attractive risk-adjusted returns for its investors, primarily by making direct investments in real estate, real estate related assets and operating companies with real estate related activities in North Asia, with primary emphasis on Japan, Singapore, Hong Kong and Greater China and Taiwan.

Fudo is managed under the internationally established asset management group CLSA Capital Partners. CLSA Capital Partners is the alternative asset management arm of CLSA Asia-Pacific Markets, an award-winning equity research brokerage, investment banking and direct investment house headquartered in Hong Kong and represented across 11 Asia-Pacific markets including Japan, with distribution networks in London and New York.

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, Highland, Fudo and their ultimate beneficial owners are third parties independent of the Company and its connected persons (as defined in the Listing Rules).

LISTING RULES IMPLICATIONS

As the Disposal exceeds 5 per cent. but does not exceed 25 per cent. of one or more of the applicable percentage ratios (as defined in the Listing Rules) of the Company, it constitutes a discloseable transaction for the Company under the Listing Rules.

FURTHER INFORMATION

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

Yours faithfully, By Order of the Board HONGKONG CHINESE LIMITED 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. 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 were 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

					Approximate
	Personal				percentage
	interests	Family			of total
	(held as	interests			interests in
	beneficial	(interest	Other	Total	the issued
Name of Director	owner)	of spouse)	interests	interests	share capital
Number of ordinary Shares
in the Company
Mochtar Riady	–	–	692,262,956	692,262,956	51.4
			(Note 1)
Stephen Riady	–	–	692,262,956	692,262,956	51.4
			(Note 1)
John Luen Wai Lee	200	200	–	400	0.00
King Fai Tsui	–	50,000	–	50,000	0.00

• 11 •

APPENDIX

GENERAL INFORMATION

					Approximate
	Personal				percentage
	interests	Family			of total
	(held as	interests			interests in
	beneficial	(interest	Other	Total	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 692,262,956 ordinary Shares in, representing approximately 51.4 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 child of Mr. Stephen Riady. Dr. Mochtar Riady as the founder and beneficiary of the trust and Mr. Stephen Riady (together with his minor child) 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.

• 12 •

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 child), 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 of
		Number of	interest
Name of associated		shares	in the issued
corporation	Class of shares	interested	share capital
Abital Trading Pte. Limited	Ordinary shares	2	100
AcrossAsia 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
CRC China 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
Grand Peak Investment Limited	Ordinary shares	2	100
Grandform Limited	Ordinary shares	1	100
Grandhill Asia Limited	Ordinary shares	1	100
Greenroot Limited	Ordinary shares	1	100
HKCL Holdings Limited	Ordinary shares	50,000	100
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) Limited	Ordinary shares	1,000,000	100
	Non-voting deferred shares	15,000,000	100
Lippo Capital Limited	Ordinary shares	705,690,000	100
Lippo Energy Company N.V.	Ordinary shares	6,000	100
Lippo Energy Holding Limited	Ordinary shares	1	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 shares	7,500,000	100
Lippo Holdings Inc.	Ordinary shares	1	100
Lippo Investments Limited	Ordinary shares	2	100

• 13 •

APPENDIX

GENERAL INFORMATION

			Approximate
			percentage of
		Number of	interest
Name of associated		shares	in the issued
corporation	Class of shares	interested	share capital
Lippo Realty Limited	Ordinary shares	2	100
Lippo Strategic Holdings Inc.	Ordinary shares	1	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 Limited	Ordinary shares	1	100
Skyscraper Realty Limited	Ordinary shares	10	100
(“Skyscraper”)		(Note d)
The HCB General Investment	Ordinary shares	70,000	70
(Singapore) Pte Ltd.
(“HCB General”)
Valencia Development Limited	Ordinary shares	800,000	100
	Non-voting deferred shares	200,000	100
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 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 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 child. 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.

• 14 •

APPENDIX

GENERAL INFORMATION

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 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, as beneficial owner, was interested in 2,444,000 ordinary shares of HK$1.00 each in, representing approximately 9.29 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 and associated corporations

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 physically settled, 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, to the knowledge of the Company:

• (1) none of the Directors or chief executive of the Company had or was deemed to have 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) (a) which were required 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 the Directors and the chief executive of the Company were taken or deemed to have under such provisions of the SFO); or (b) which were required to be entered in the register kept by the Company under Section 352 of the SFO; or (c) which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code; and

• (2) 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).

Dr. Mochtar Riady is also a director of Lippo Cayman. Mr. Stephen Riady is also a director of Lanius, Lippo Cayman, Lippo and Skyscraper. 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.

• 15 •

APPENDIX

GENERAL INFORMATION

3. INTERESTS AND SHORT POSITIONS OF 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
Skyscraper	692,262,956	51.4
Lippo	692,262,956	51.4
Lippo Cayman	692,262,956	51.4
Lanius	692,262,956	51.4
Madam Lidya Suryawaty	692,262,956	51.4

Note:

1. Skyscraper, the immediate holding company of the Company, as beneficial owner, directly held 692,261,982 ordinary Shares and indirectly held, through its subsidiaries, 974 ordinary Shares in, representing in aggregate approximately 51.4 per cent. of, the issued share capital of the Company.

2. Lippo was an intermediate holding company of Skyscraper which was wholly owned by First Tower Corporation, a wholly-owned subsidiary of Lippo.

3. 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.

4. 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.

5. Skyscraper’s interests in the shares of the Company were recorded as the interests of Lippo, Lippo Cayman, Lanius and Madam Lidya Suryawaty. The above 692,262,956 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 are disclosed in the above section headed “Directors’ and Chief Executive’s interests and short positions in shares and underlying shares of the Company and associated corporations”.

• 16 •

APPENDIX

GENERAL INFORMATION

(ii) Four Prosperity Holdings Limited

No. of ordinary shares

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

(iii) Goldfix Pacific Ltd.

	No. of ordinary shares	Approximate
Name	of US$0.01 each	percentage
Sinopro Limited (“Sinopro”) 600,000		80.89
Note:	Sinopro is a wholly-owned subsidiary of the Company. See also (i) above in respect of
	the substantial shareholders of the Company.

(iv) Rossinis Restaurant Pte. Ltd.

	No. of ordinary shares
Name	of S$1.00 each	Percentage
Brilliant Leader Limited	399,999	99.99975
(“Brilliant Leader”)

Note: Brilliant Leader 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	Approximate
Name	of HK$1.00 each	percentage
HKCL Investments Limited	18,053,500	68.65
(“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.

• 17 •

APPENDIX

GENERAL INFORMATION

(vi) The Macau Chinese Bank Limited

	No. of ordinary shares
Name	of 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 above, as at the Latest Practicable Date, so far as was known to 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.

4. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had entered or was proposing to enter into any service contract with the Company or any other member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

5. COMPETING INTERESTS OF DIRECTORS AND ASSOCIATES

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

6. LITIGATION

As at the Latest Practicable Date, there was no litigation or claim of material importance pending or threatened against any member of the Group.

• 18 •

APPENDIX

GENERAL INFORMATION

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 Chartered Secretaries.

• (b) The qualified accountant of the Company is Mr. David Tai Chiu Ng, a fellow member of each of the Hong Kong Institute of Certified Public Accountants, the Association of Chartered Certified Accountants and the Institute of Chartered Secretaries and Administrators.

• (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, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

8. LANGUAGE

In the event of inconsistency, the English text of this circular will prevail over the Chinese text.

• 19 •