3SBio Inc. — Proxy Solicitation & Information Statement 2007

Jan 10, 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.

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 TO ACQUIRE A PROPERTY IN SINGAPORE

* For identification purpose only

10th January, 2007

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
The Tender and the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Terms and conditions of the Shareholders Agreement . . . . . . . . . . . . . . . . . . . . . .	7
Information on Lippo, LCR and the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Information on KIL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Information on the Property and the Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Reasons for and benefits of the joint venture and the Acquisition . . . . . . . . . . . .	9
Financial effects of the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Listing Rules implications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

DEFINITIONS

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

“Acceptance Date”	15th November, 2006, being the date on which the
	Tender was accepted;
“Acquisition”	the acquisition of the Property;
“Argyle”	Argyle Street Management Limited, a company
	incorporated in the British Virgin Islands with limited
	liability;
“ASM Asia”	ASM Asia Recovery (Master) Fund;
“ASM Funds”	ASM Asia and ASM Hudson;
“ASM Hudson”	ASM Hudson River Fund;
“associate(s)”	has the meaning ascribed to it under the Listing Rules;
“Board”	the board of directors of the Company;
“Company”	Hongkong Chinese Limited (香港華人有限公司*), a
	company incorporated in Bermuda with limited
	liability, the shares of which are listed on the Stock
	Exchange and whose shares are beneficially owned as
	to approximately 72.26 per cent. by LCR;
“Completion Date”	the date which is three months immediately after the
	Acceptance Date, or the Sale Approval, whichever is
	later;
“Conditions of Tender”	the conditions of tender and sale issued by the Owners
	in connection with the offer for sale of the Property;
“connected person(s)”	has the meaning ascribed to it under the Listing Rules;
“Director(s)”	director(s) of the Company;
“Group”	the Company and its subsidiaries;

• For identification purpose only

• 1 •

DEFINITIONS

“HKCL Holdings”	HKCL Holdings Limited, a company incorporated in
	the Cayman Islands with limited liability and a wholly-
	owned subsidiary of LCR;
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China;
“KIL”	Kusu Island Limited, a company incorporated in the
	British Virgin Islands with limited liability;
“Latest Practicable Date”	8th January, 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 an approximate 71.13 per cent. owned subsidiary
	of Lippo;
“LCR Directors”	directors of LCR;
“LCR Group”	LCR and its subsidiaries;
“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 Directors”	directors of Lippo;
“Lippo Group”	Lippo and its subsidiaries;
“Lippo Real Estate”	Lippo Real Estate Pte. Limited (Registration No.:
	200516739K), a company incorporated in Singapore
	with limited liability and a wholly-owned subsidiary
	of Sunning Asia;
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange;
“Model Code”	the Model Code for Securities Transactions by Directors
	of Listed Issuers under the Listing Rules;

• 2 •

DEFINITIONS

“Owners” 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 of sale is made by the Strata Titles Board, “Owners” shall mean all the registered proprietors of all units after such order has been made; “Pacific Bond” Pacific Bond Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company; “Project” the residential-cum-commercial development project on the Property; “Property” the units in No. 100, Kim Seng Road, Kim Seng Plaza, the common property in Strata Title Plan No. 583, and the land thereon being Lot 759V Town Subdivision 21 located in Singapore with site area of approximately 5,610.7 square metres of freehold tenure; “Purchase Price” an amount of S$132,020,000 (equivalent to approximately HK$660,496,000), being the consideration payable for the Property in accordance with the Conditions of Tender; “SA Directors” directors of Sunning Asia; “Sale Approval” means the latest of: (a) three months after an order has been made by the Strata Titles Board for the sale under the Land Titles (Strata) Act (if required), (b) if an appeal is filed against the decision of the Strata Titles Board, three months after an order has been made by the Court for the dismissal of such appeal and approval of the sale, or (c) in the event the solicitors for the Owners confirm in writing that an order of the Strata Titles Board is no longer required, three months from the date of receipt of such confirmation;

“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); “Shareholder(s)” the shareholder(s) of Sunning Asia;

• 3 •

DEFINITIONS

“Shareholders Agreement”	the shareholders agreement entered into between
	Pacific Bond, KIL and Sunning Asia on 24th November,
	2006 governing the relationship among the
	Shareholders;
“Shares”	shares of HK$1.00 each in the capital of the Company;
“Singapore”	the Republic of Singapore;
“Skyscraper”	Skyscraper Realty Limited, a company incorporated
	in the British Virgin Islands with limited liability and
	a wholly-owned subsidiary of Lippo;
“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;
“Sunning Asia”	Sunning Asia Limited, a company incorporated in the
	British Virgin Islands with limited liability, which
	owns the entire share capital of Lippo Real Estate and
	is held as to 50 per cent. by Pacific Bond and 50 per
	cent. by KIL;
“Tender”	the tender offer submitted by Lippo Real Estate for
	the en-bloc purchase of the Property;
“Tender Fee”	S$500,000 (equivalent to approximately HK$2,501,500);
“HK$”	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$ for the Acquisition is based on the approximate exchange rate of S$1.00 to HK$5.003 as at 15th November, 2006. No representation or assurance is made or given that any amount in S$ or HK$ could be converted at such rate or any other rates.

• 4 •

LETTER FROM THE BOARD

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

10th January, 2007

To the shareholders of the Company

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION

FORMATION OF JOINT VENTURE TO ACQUIRE A PROPERTY IN SINGAPORE

INTRODUCTION

Reference is made to the joint announcement of Lippo, LCR and the Company dated 27th November, 2006 announcing that the Tender submitted by Lippo Real Estate for the collective sale of the Property for S$132,020,000 (equivalent to approximately HK$660,496,000) was formally accepted by the Owners on 15th November, 2006. Such Tender consideration was arrived at after taking into consideration the potential development value, location of the Property and the recent transacted prices for properties in the vicinity. The Tender process was open to the public.

• For identification purpose only

• 5 •

LETTER FROM THE BOARD

The Property comprises a development known as No. 100, Kim Seng Road, Kim Seng Plaza in Singapore with site area of approximately 5,610.7 square metres. The Tender is subject to the Conditions of Tender.

Lippo Real Estate is wholly owned by Sunning Asia, which in turn is held as to 50 per cent. by Pacific Bond and 50 per cent. by KIL. On 24th November, 2006, Pacific Bond, KIL and Sunning Asia entered into the Shareholders Agreement setting out the terms and conditions of the subscription for shares in Sunning Asia, and the relationship between the Shareholders. Further details of the Shareholders Agreement are stated in the section of this circular headed “Terms and Conditions of the Shareholders Agreement” below. The commitment of Pacific Bond in relation to the Acquisition amounts to S$66,010,000 (equivalent to approximately HK$330,248,000).

THE TENDER AND THE ACQUISITION

Pursuant to the Conditions of Tender, details of the Tender, the Property and the Acquisition thereof are as follows:

Effective date : The Acceptance Date. Subject matter : The development known as No. 100, Kim Seng Road, Kim Seng Plaza, and the land thereon being Lot 759V Town Subdivision 21 located in Singapore. Purchase Price : S$132,020,000 (equivalent to approximately HK$660,496,000). Payment : The entire amount of the Purchase Price is required to be paid by cashier’s order(s) or banker’s draft drawn on a bank in Singapore in accordance with the following timetable:

1. the Tender Fee paid at submission of the Tender;

2. 10 per cent. of the Purchase Price (less Tender Fee) has been paid; and

3. 90 per cent. of the Purchase Price to be paid within three months of the Acceptance Date, or the Sale Approval, whichever is the later.

It is currently the intention of Sunning Asia that the Purchase Price will be funded partly by internal resources and partly by external financings including bank borrowings in the ratio of 30 per cent. and 70 per cent. respectively. The terms of such bank borrowings have not yet been finalised, and these terms will be finalised as soon as practicable.

• 6 •

LETTER FROM THE BOARD

• Use of the Property : The permitted use of the land is for commercial and residential purposes. The land is with site area of approximately 5,610.7 square metres.

Tenure : Freehold.

TERMS AND CONDITIONS OF THE SHAREHOLDERS AGREEMENT

Certain salient terms and conditions of the Shareholders Agreement are as follows:

1. Sunning Asia shall be funded by way of capital, shareholder loans and/or bank financing.

2. The shareholding of the voting capital in Sunning Asia is held as to 50 per cent. by Pacific Bond and 50 per cent. by KIL.

3. The Shareholders shall advance shareholder loans to Sunning Asia pro-rata to their respective shareholding in Sunning Asia on an interest-free basis, unless agreed otherwise by a majority of the Shareholders. If required, the shareholder loans shall be subordinated to any external financing procured by Sunning Asia or by its subsidiaries, and repayable if cash flow so allows, in compliance with applicable contracts, laws and regulations. The Shareholders shall advance shareholders loans in an aggregate amount of S$73,000,000 (equivalent to approximately HK$365,219,000) to Sunning Asia.

4. In addition to the Project, Sunning Asia shall principally be engaged (whether directly or through a wholly-owned subsidiary) in the selling and/or leasing of the units comprised in the Project, subject to prevailing market conditions.

5. The maximum number of directors of Sunning Asia is four. Each of Pacific Bond and KIL is entitled to appoint two SA Directors. The chairman of the board of the SA Directors shall be one of the SA Directors appointed by Pacific Bond.

6. In the event of a proposed sale by any Shareholder of its interests in Sunning Asia to a third party, the non-selling Shareholder shall have the right of pre-emption to purchase the interests of the selling Shareholder.

INFORMATION ON LIPPO, LCR AND THE COMPANY

The principal activity of each of Lippo, LCR and the Company is investment holding. The Company is one of the principal subsidiaries of LCR which in turn is one of Lippo’s principal subsidiaries. The principal activities of the Lippo Group, the LCR Group and the Group 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.

• 7 •

LETTER FROM THE BOARD

Lippo, through its indirect wholly-owned subsidiary, Skyscraper, is interested in approximately 71.13 per cent. of LCR’s total issued share capital, and accordingly, LCR is a subsidiary of Lippo. LCR, through its indirect wholly-owned subsidiary, HKCL Holdings, holds approximately 59.89 per cent. interest in the Company. In addition, LCR directly holds approximately 12.37 per cent. interest in the Company. Accordingly, the Company is a subsidiary of LCR.

INFORMATION ON KIL

KIL is owned by ASM Asia and ASM Hudson, which are controlled and managed by Argyle. The principal business of Argyle is to manage the ASM Funds to invest in Asian distressed assets ex-Japan, where in aggregate they have approximately US$400 million of assets including equity and debt instruments as well as real estate investment in the Asian region. The Group currently owns less than 0.4 per cent. interest in ASM Asia. ASM Funds are also interested in 9.5 per cent. voting share capital in a subsidiary of the Company. Save as aforesaid, to the best of the knowledge, information and belief of the Lippo Directors, the LCR Directors and the Directors respectively and having made reasonable enquiry, ASM Funds and Argyle, and the ultimate beneficial owners of Argyle, are third parties independent of the Lippo Group, the LCR Group and the Group and their connected persons.

INFORMATION ON THE PROPERTY AND THE PROJECT

The freehold Property comprises the units in No. 100, Kim Seng Road, Kim Seng Plaza, the common property in Strata Title Plan No. 583, and the land thereon being Lot 759V Town Subdivision 21 located in Singapore with site area of approximately 5,610.7 square metres. The permitted use of the site is for commercial and residential purposes. The site currently has a maximum gross plot ratio of 3.1.

It is currently intended that the Property will be redeveloped into a residential-cumcommercial development with a total gross floor area of up to approximately 17,000 square metres, of which 40 per cent. will be commercial units and 60 per cent. will be residential units. The gross plot ratio and the gross floor area may be increased subject to the approval of relevant authorities and payment of applicable development charges.

The Owners have executed a collective sale agreement and are bound by the terms and conditions of such collective sale agreement subject to any direction and/or order by the Strata Titles Board. The Tender is subject to the Conditions of Tender, which provide that the Acquisition is conditional upon an order for sale of the Property being granted by Strata Titles Board within 12 months of the Conditions of Tender if there are minority owners who object to the collective sale. The Acquisition is also conditional upon Lippo Real Estate obtaining the approval of the relevant authorities in Singapore for the purchase of the Property on or before the Completion Date.

• 8 •

LETTER FROM THE BOARD

To the best of the knowledge, information and belief of the Lippo Directors, the LCR Directors and the Directors respectively and having made reasonable enquiry, each of the Owners and their ultimate beneficial owners (as the case may be) are third parties independent of each of the Lippo Group, the LCR Group and the Group and their connected persons.

REASONS FOR AND BENEFITS OF THE JOINT VENTURE AND THE ACQUISITION

The Lippo Directors, the LCR Directors and the Directors are optimistic about the residential property market in Singapore. To enhance its asset portfolio, the Group wishes to acquire appropriate property interests in Singapore as the Singapore market, in particular, has been performing well in the past year. The Group has participated in several acquisitions of property interests in Singapore in recent years and seeks to leverage on its increased experience and expertise in the Singapore property development industry for the Acquisition. KIL will provide another source of financing for the Acquisition and the Project.

As the principal activities of the Group include, inter alia, property investment and development, the Acquisition is a furtherance of the principal businesses of the Group. As such, it is expected that the Acquisition will contribute positively to the future development of the Group.

Accordingly, the Lippo Directors, the LCR Directors and the Directors are of the view that the terms of the Shareholders Agreement and the Acquisition are fair and reasonable, are on an arm’s length basis and are in the interests of the Lippo Group, the LCR Group and the Group and their respective shareholders as a whole.

FINANCIAL EFFECTS OF THE ACQUISITION

The non-current assets of the Group would increase while the current assets of the Group would decrease by the same amount as a consequence of the Acquisition. Sunning Asia 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.

The Directors believe that the Acquisition will contribute positively to the earnings base of the Group but the quantitative effect will depend on the progress of the development of the Project.

LISTING RULES IMPLICATIONS

The Company is beneficially owned as to approximately 72.26 per cent. by LCR, which in turn is beneficially owned as to approximately 71.13 per cent. by Lippo. As the Acquisition 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 Chapter 14 of the Listing Rules. In the event that there is any increase in the commitment of Pacific Bond to the Project, the Company will comply with the relevant requirements under the Listing Rules.

• 9 •

LETTER FROM THE BOARD

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	–	–	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

• 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 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.

• 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 in
Name of associated		shares	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
Grandhill Asia Limited	Ordinary shares	1	100
Greenroot Limited	Ordinary shares	1	100
		(Note d)
HKCL Holdings	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 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 Investments Limited	Ordinary shares	2	100

• 13 •

APPENDIX

GENERAL INFORMATION

			Approximate
			percentage of
		Number of	interest in
Name of associated		shares	the issued
corporation	Class of shares	interested	share capital
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 Limited	Ordinary shares	1	100
Skyscraper	Ordinary shares	10	100
		(Note f)
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 interest was held by LCR, a 71.13 per cent. owned subsidiary of Lippo which in turn was a 57.34 per cent. owned subsidiary of Lippo Cayman.

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

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

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

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

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

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

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GENERAL INFORMATION

the SFO (including interests and short positions which the Directors and the chief executive 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, LCR and HKCL Holdings. Save as disclosed herein, none of the Directors holds any directorship or employment in a company which has an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

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
HKCL Holdings	806,656,440	59.89
LCR	973,240,440	72.26
Lippo	973,240,440	72.26
Lippo Cayman	973,240,440	72.26
Lanius	973,240,440	72.26
Madam Lidya Suryawaty	973,240,440	72.26

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GENERAL INFORMATION

Note:

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

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

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

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

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

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

(ii) Four Prosperity Holdings Limited

	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.

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GENERAL INFORMATION

(iv) Grandbury Holdings Limited

No. of ordinary shares

Name		of US$1.00 each	Percentage
UPM Ltd. (“UPM”)		905	90.5
Note:	UPM is a wholly-owned subsidiary of the	Company. See also (i) above in respect of the
	substantial shareholders of the Company.

(v) Rossinis Restaurant Pte. Ltd.

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

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

(vi) TechnoSolve Limited

	No. of ordinary shares	Approximate
Name	of HK$1.00 each	percentage
HKCL Investments Limited
(“HKCL Investments”)	18,053,500	68.65

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

(vii) The Macau Chinese Bank Limited

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

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GENERAL INFORMATION

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 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.

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.

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GENERAL INFORMATION

• (d) The principal transfer office of the Company is situated at the office of its principal share registrars, Butterfield Fund Services (Bermuda) Limited at Rosebank Centre, 11 Bermudiana Road, Hamilton, Bermuda and the Hong Kong branch transfer office of the Company is situated at the office of its Hong Kong branch share registrars, Tengis Limited, at 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.

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