3SBio Inc. — Proxy Solicitation & Information Statement 2007

Aug 1, 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 FORMATION OF JOINT VENTURE

2nd August, 2007

* For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
The Framework Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Listing Rules implication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Information on the parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Reasons for entering into the Framework Agreement . . . . . . . . . . . . . . . . . . . . . . .	11
Financial effects of the formation of Joint Venture and capital injection . . . . . .	12
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Appendix – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

DEFINITIONS

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

“associates”	has the meaning ascribed to it under the Listing Rules;
“Beijing Construction Group”	北京建工集團有限責任公司(Beijing Construction
	Engineering Group Company Limited*), a company
	incorporated in the PRC;
“Board”	board of directors of the Company;
“CITIC Trust China”	中信信託投資有限責任公司(CITIC Trust & Investment
	Company Limited*), a company incorporated 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 Main
	Board of the Stock Exchange and an approximate 72.26
	per cent. subsidiary of LCR;
“Director(s)”	director(s) of the Company;
“Feng Wan”	鳳凰萬峰醫學技術(北京)有限公司(Phoenix Wan Feng
	Medical (Beijing) Technology Company Limited*), a
	company incorporated in the PRC;
“Framework Agreement”	framework agreement entered into among Lippo
	Medical, Phoenix Hospital Management and CITIC
	Trust China dated 12th July, 2007;
“Group”	the Company and its subsidiaries;
“Hong Kong”	the Hong Kong Special Administrative Region of the
	PRC;
“Jian Gong”	北京市健宮醫院有限公司(Beijing Jian Gong Hospital
	Company Limited*), a company incorporated in the
	PRC;
“Joint Venture”	力寶鳳凰醫院管理(北京)有限公司(Lippo-Phoenix
	Healthcare Management (Beijing) Limited*), a sino-
	foreign equity joint venture company established in
	the PRC whose address will be at中國北京市豐台區
	豐葆路168號北京國際花園102號(102 Beijing Guoji
	Garden, 168 Fengbao Road, Fengtai District, Beijing,
	the PRC*);

• 1 •

DEFINITIONS

“Latest Practicable Date”	30th July, 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 Main Board of
	the Stock Exchange and an approximate 71.13 per cent.
	subsidiary of Lippo;
“Lippo”	Lippo Limited力寶有限公司, a company incorporated
	in Hong Kong with limited liability whose shares are
	listed on the Main Board of the Stock Exchange;
“Lippo Medical”	Lippo Medical Holdings Limited, a company
	incorporated in the British Virgin Islands with limited
	liability and an indirect wholly-owned subsidiary of
	the Company;
“Listing Rules”	Rules Governing the Listing of Securities on the Stock
	Exchange;
“Model Code”	Model Code for Securities Transactions by Directors
	of Listed Issuers under the Listing Rules;
“Ms. Xu”	Xu Jie (徐捷), a PRC national, the legal and beneficial
	owner of Phoenix Hospital Management as at the
	Latest Practicable Date;
“Phoenix Hospital Management”	鳳凰醫院管理（北京）有限公司(Phoenix Hospital
	Management (Beijing) Company Limited*), a company
	incorporated in the PRC;
“Phoenix Hospital Management	certain of the management staff of Phoenix Hospital
Staff”	Management;
“Phoenix United”	鳳凰聯盟醫院管理（北京）有限公司(Phoenix United
	Hospital Management (Beijing) Company Limited*),
	a company incorporated in the PRC and, as at the
	Latest Practicable Date, a 72.21 per cent. owned
	subsidiary of Phoenix Hospital Management;
“PRC”	People’s Republic of China;
“SFO”	Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong);

• 2 •

DEFINITIONS

“Shares”	ordinary shares of HK$1.00 each in the share capital
	of the Company;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Yan Hua”	北京燕化鳳凰醫院有限公司(Beijing Yan Hua Phoenix
	Hospital Company Limited*), a company incorporated
	in the PRC;
“Yan Shan”	中國石化集團北京燕山石油化工有限公司(China
	Petroleum & Chemical Group Beijing Yan Shan
	Petrochemical Company Limited*), a company
	incorporated in the PRC;
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong;
“MOP”	Macau pataca, the lawful currency of the Macao Special
	Administrative Region of the PRC;
“RMB”	Renminbi, the lawful currency of the PRC;
“S$”	Singapore dollar, the lawful currency of the Republic
	of Singapore;
“US$”	United States dollar, the lawful currency of the United
	States of America; and
“%”	per cent.

* For identification purpose only

Note: For use in this circular and for illustration purposes only, conversion of RMB into HK$ is based on the approximate exchange rate of RMB1 to HK$1.0353 as at 11th July, 2007. No representation is made that any amount in RMB or HK$ could be converted at such rate or any other rates.

• 3 •

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

2nd August, 2007

To the shareholders of the Company

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION

FORMATION OF JOINT VENTURE

INTRODUCTION

Reference is made to the joint announcement of Lippo, LCR and the Company dated 12th July, 2007 announcing that Lippo Medical, an indirect wholly-owned subsidiary of the Company, has entered into the Framework Agreement with Phoenix Hospital Management and CITIC Trust China on 12th July, 2007, with a view to, inter alia, establishing a thirty-year sino-foreign equity joint venture company, namely Lippo-Phoenix Healthcare Management (Beijing) Limited (referred to below as the Joint Venture), to render hospital investment and hospital operation management services in the PRC.

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

* For identification purpose only

• 4 •

LETTER FROM THE BOARD

THE FRAMEWORK AGREEMENT

The Framework Agreement envisages the establishment of the Joint Venture and capital increase by Lippo Medical. The existing group structure of the Phoenix Hospital Management group of companies is set out below:

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----- Start of picture text -----

Ms. Xu
CITIC Trust China
(legal and beneficial owner)
100%
Phoenix Hospital
Management
27.79%
72.21%
Yan Shan Phoenix United
15.23%
7.59%
77.18% 66% 100%
Yan Hua Jian Gong Feng Wan
----- End of picture text -----

The Framework Agreement shall terminate automatically if the requisite transactional documents in relation to the proposed transactions under the Framework Agreement are not executed by 31st August, 2007 or any transaction contemplated by any of the said requisite transactional documents is not completed within 6 months of the date of the relevant transactional document. The said requisite transactional documents, being those required to complete the transactions and the objectives contemplated by the Framework Agreement, shall include, without limitation, the Equity Transfer Agreement (as defined hereinbelow), the Capital Increase Agreement (as defined hereinbelow) and the joint venture contract and the articles of association of the Joint Venture.

• 5 •

LETTER FROM THE BOARD

(a) Capital injection by Lippo Medical

Pursuant to the Framework Agreement, Lippo Medical shall enter into the following agreements:

• (i) an equity transfer agreement determined on an arm’s-length basis, with Phoenix Hospital Management pursuant to which Lippo Medical shall acquire from Phoenix Hospital Management registered capital in the amount of RMB23,417,600 (equivalent to approximately HK$24,244,000) in Phoenix United, representing approximately 32.54 per cent. equity interest in Phoenix United before capital increase by Lippo Medical and approximately 17.55 per cent. equity interest in the Joint Venture after capital increase by Lippo Medical, for a consideration of RMB24,417,600 (equivalent to approximately HK$25,279,000) (the “ Equity Transfer Agreement ”);

• (ii) a capital increase agreement determined on an arm’s-length basis, with Phoenix Hospital Management, CITIC Trust China and Phoenix United pursuant to which Lippo Medical shall increase its registered capital contribution to Phoenix United by an amount of RMB61,502,700 (equivalent to approximately HK$63,674,000), representing approximately 46.08 per cent. equity interest in the Joint Venture, which shall be used by Phoenix United to repay its loans due to Yan Hua, Jian Gong and Phoenix Hospital Management (the “ Capital Increase Agreement ”); and

• (iii) an escrow account agreement with Phoenix Hospital Management and China Merchants Bank pursuant to which Lippo Medical shall deposit or procure to be deposited an aggregate amount of RMB85,920,300 (equivalent to approximately HK$88,953,000), being the consideration payable under the Equity Transfer Agreement and the Capital Increase Agreement, into a designated bank account. Lippo Medical shall be entitled to unilaterally withdraw such RMB85,920,300 (equivalent to approximately HK$88,953,000) from the designated account upon termination of the Framework Agreement.

The terms of and the consideration payable by Lippo Medical pursuant to the Equity Transfer Agreement and the Capital Increase Agreement were determined after arm’slength negotiations and such terms represent normal commercial terms. The said consideration will be funded by internal resources.

The total capital commitment of Lippo Medical in the Joint Venture will be RMB85,920,300 (equivalent to approximately HK$88,953,000).

• 6 •

LETTER FROM THE BOARD

(b) Establishment of the Joint Venture

As a result of the completion of the Equity Transfer Agreement and the Capital Increase Agreement, Phoenix United shall be converted into a sino-foreign equity joint venture company and be re-named Lippo-Phoenix Healthcare Management (Beijing) Limited, with Lippo Medical, Phoenix Hospital Management and CITIC Trust China holding as to approximately 63.63 per cent., 21.39 per cent. and 14.98 per cent. of the Joint Venture, respectively. The Joint Venture will have a registered capital of RMB133,462,700 (equivalent to approximately HK$138,174,000) and a total investment of up to a maximum amount equivalent to three times of the registered capital of the Joint Venture. Lippo Medical is not required, under the Framework Agreement, to contribute further funds (if any) that may be required by the Joint Venture beyond the amount of Lippo Medical’s registered capital contribution anticipated thereunder. The Joint Venture will operate for an initial period of thirty years, such period being extendable upon, inter alia, approval of the board of directors of the Joint Venture and the relevant authorities.

Once the Joint Venture has been established, the following transactions will be carried

out:

• (i) the transfer by Ms. Xu of her approximately 46.74 per cent. interest in Phoenix Hospital Management to the Phoenix Hospital Management Staff; and

• (ii) Phoenix Hospital Management Staff entering into a nominee arrangement with CITIC Trust China, pursuant to which CITIC Trust China shall hold on trust for Phoenix Hospital Management Staff the above-mentioned approximately 46.74 per cent. interest in Phoenix Hospital Management.

It is the intention of the parties that the Joint Venture will be listed on a stock exchange within five complete fiscal years from the date of its establishment. The proposed listing of the Joint Venture on an approved stock exchange will require the Joint Venture achieving a cumulative net profit of RMB30,000,000 (equivalent to approximately HK$31,059,000) within a track record period of three years prior to the listing event (the “ Profit Target ”). The Company will comply with the applicable Listing Rules (including Practice Note 15 to the Listing Rules) upon the proposed listing of the Joint Venture.

The Profit Target is arrived at after commercial negotiation and taking into account certain minimum profit requirements for the purposes of pursuing a listing of the Joint Venture on a stock exchange.

• 7 •

LETTER FROM THE BOARD

Under the Joint Venture, each of the parties will, inter alia, be responsible for the following:

1. Lippo Medical:

2. (i) at its discretion, provides shareholder’s loan(s) not exceeding the difference between the total investment amount and the registered capital of the Joint Venture;

3. (ii) assists the management and medical staff in receiving training abroad;

4. (iii) assists in importing advanced medical technology;

5. (iv) assists in setting up information systems; and

6. (v) provides sales support for the Joint Venture.

7. Phoenix Hospital Management:

8. (i) coordinates with Yan Shan (which has consented to Yan Hua occupying certain parts of the relevant land) and Beijing Construction Group (which has consented to Jian Gong occupying the relevant land) with a view to resolving the issues relating to the titles to the land and buildings of Yan Hua and Jian Gong such that Yan Hua and Jian Gong will be entitled to the land use right and title (as the case may be) to the land and buildings they occupy; and

9. (ii) transfers RMB5,000,000 (equivalent to approximately HK$5,177,000) registered capital, representing approximately 3.75 per cent. equity interest in the Joint Venture, to a person designated by Lippo Medical without consideration, if the Profit Target is not met within the relevant period. Such is a commercial term designed to protect the interest of Lippo Medical.

10. CITIC Trust China:

11. (i) assists in promoting the brand name of the Joint Venture and dealing with the PRC Government; and

12. (ii) provides financial products and related services required by the Joint Venture.

The control of the Joint Venture will be vested in its board consisting of nine directors, five of which will be appointed by Lippo Medical, whereas Phoenix Hospital Management and CITIC Trust China will each appoint two directors.

• 8 •

LETTER FROM THE BOARD

The chart below sets out the group structure of the Joint Venture after the capital increase by Lippo Medical and the transfer by Ms. Xu of her approximately 46.74 per cent. interest in Phoenix Hospital Management to CITIC Trust China.

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----- Start of picture text -----

CITIC Trust China Ms. Xu
46.74% 53.26%
(Note 1)
Phoenix Hospital
Lippo Medical
Management
14.98% 21.39% 63.63%
(Note 2)
Yan Shan 15.23% (Note 3) Joint Venture
7.59%
77.18% 66% 100%
Yan Hua Jian Gong Feng Wan
Note :
----- End of picture text -----

1. To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, CITIC Trust China is holding such interest, in its ordinary course of business, as nominee for the Phoenix Hospital Management Staff.

2. To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, CITIC Trust China is holding such interest, in its ordinary course of business, as nominee for its customers.

3. To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, CITIC Trust China is holding such interest, in its ordinary course of business, as nominee for individuals who are employees of Yan Hua.

LISTING RULES IMPLICATION

Lippo is interested in approximately 71.13 per cent. of LCR’s total issued share capital, and accordingly, LCR is a subsidiary of Lippo. LCR is interested in approximately 72.26 per cent. of the Company’s total issued share capital, and accordingly, the Company is a subsidiary of LCR. The entering into of the Framework Agreement constitutes a discloseable transaction for the Company under the Listing Rules.

• 9 •

LETTER FROM THE BOARD

INFORMATION ON THE PARTIES

Phoenix Hospital Management and Phoenix United

Phoenix Hospital Management and Phoenix United specialise in hospital property investment and hospital management. They also have experience in mergers and acquisitions of state owned hospitals in the PRC.

CITIC Trust China

CITIC Trust China is a leading trust and investment company in the PRC under the supervision of China Banking Regulatory Commission and is approved by The People’s Bank of China. CITIC Trust China owns a variety of licences and permissions and has developed a series of products and capabilities tailored to investment and asset management business. The principal business activities of CITIC Trust China are to render trust and investment services in the PRC.

Lippo, LCR, the Company and Lippo Medical

The principal business activity of Lippo and LCR is investment holding. The principal activities of the subsidiaries of Lippo and LCR are 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.

The principal business activity of the Company is investment holding. The principal activities of the subsidiaries of the Company are 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.

Lippo Medical is an indirect wholly-owned subsidiary of the Company and its principal business activity is investment holding.

Certain of the directors and executives in the Lippo group of companies have extensive experience in supervising and operating hospitals in Asia and certain members of the Lippo group of companies have also been working with reputable hospital groups in Asia.

The Joint Venture and its subsidiaries, Yan Hua, Jian Gong and Feng Wan

The principal business activities of the Joint Venture are to render hospital investment and hospital operation and management services in the PRC.

The principal business activity of Yan Hua is hospital operation and it offers a wide range of medical, surgical and healthcare services in Beijing.

• 10 •

LETTER FROM THE BOARD

Jian Gong is a non-state owned hospital in Beijing. Its principal business activity is hospital operation and it offers a wide range of medical, surgical and healthcare services.

The principal business activities of Feng Wan are medical technology development, provision of technical training and sales of medical equipment.

The Joint Venture will be treated as a jointly controlled entity using equity accounting method as it involves the establishment of an entity and a contractual arrangement between the venturers establishing joint control over the activities of the entity.

For the year ended 31st December, 2006, according to the audited consolidated financial statements of Phoenix United (including Yan Hua and Jian Gong) prepared under the PRC accounting standards, its loss before and after tax was RMB22,280,000 (equivalent to approximately HK$23,066,000) and its consolidated net asset value as at 31st December, 2006 was RMB29,068,000 (equivalent to approximately HK$30,094,000). According to the unaudited management accounts of Feng Wan for the year ended 31st December, 2006, the profit before tax and profit after tax were RMB625,000 (equivalent to approximately HK$647,000) and RMB488,000 (equivalent to approximately HK$505,000) respectively. The net asset value of Feng Wan as at 31st December, 2006 was RMB4,488,000 (equivalent to approximately HK$4,646,000).

For the year ended 31st December, 2005, according to the unaudited consolidated management accounts of Phoenix United (including Yan Hua and Jian Gong), its loss before and after tax was RMB5,823,000 (equivalent to approximately HK$6,029,000) and its consolidated net asset value as at 31st December, 2005 was RMB44,475,000 (equivalent to approximately HK$46,045,000).

For the year ended 31st December, 2006, Feng Wan was not a subsidiary of Phoenix United. Therefore Feng Wan was not included in the audited consolidated financial statements of Phoenix United.

REASONS FOR ENTERING INTO THE FRAMEWORK AGREEMENT

As a result of the development of the PRC economy and the increasing affluence of its population, Beijing, being the capital of PRC, has seen a rapid increase in demand for better quality healthcare. The Directors consider that Lippo Medical’s joint venture with CITIC Trust China and Phoenix Hospital Management provides an excellent platform for Lippo Medical to expand its investment business in the hospital management sector in the PRC.

In light of the above, the Directors believe that the transactions described above are fair and reasonable and are in the interests of the Company and its shareholders as a whole.

• 11 •

LETTER FROM THE BOARD

FINANCIAL EFFECTS OF THE FORMATION OF JOINT VENTURE AND CAPITAL INJECTION

The non-current assets of the Group will increase while the current assets of the Group will decrease by the same amount as a consequence of the formation of Joint Venture and capital injection by Lippo Medical. The Joint Venture will be accounted for as a jointly controlled entity of the Group and will be included in the consolidated financial statements of the Company using the equity method in accordance with the accounting policies of the Group.

GENERAL

To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, each of Phoenix Hospital Management, CITIC Trust China, Yan Hua, Jian Gong, Feng Wan, Yan Shan and Phoenix United and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons (as defined 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

• 12 •

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	–	–	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

• 13 •

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 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 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.

• 14 •

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)	Ordinary shares	1,000,000	100
Limited	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	Ordinary shares	2,500,000	100
Limited	Non-voting deferred shares	7,500,000	100
Lippo Holdings Inc. (formerly	Ordinary shares	1	100
known as Rightstar Limited)
Lippo Investments Limited	Ordinary shares	2	100

• 15 •

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
(formerly known as
Mancefield Limited)
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
		(Note d)
The HCB General Investment	Ordinary shares	70,000	70
(Singapore) Pte Ltd.
(“HCB General”)
Valencia Development	Ordinary shares	800,000	100
Limited	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.

• 16 •

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, through the interest of his spouse, was taken to be 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 and LCR. Mr. Stephen Riady is also a director of Lanius, Lippo Cayman, Lippo and LCR. 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.

• 17 •

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
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

Note:

1. LCR, the immediate holding company of the Company, as beneficial owner, held 973,240,440 ordinary Shares in, representing approximately 72.26 per cent. of, the issued share capital of the Company.

A special interim distribution (the “Distribution”) was declared by LCR on 17th July, 2007 which comprised a distribution in specie of 973,240,440 ordinary Shares in the Company held by LCR. Following the Distribution, LCR will cease to be a substantial shareholder of the Company and Lippo, through its wholly-owned subsidiaries, will be indirectly interested in an aggregate of 692,261,982 ordinary Shares in, representing approximately 51.4 per cent. of, the issued share capital of the Company.

1. 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.

2. 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.

3. 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.

4. 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 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”.

• 18 •

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.

• 19 •

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.

• 20 •

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.

• 21 •