Asiasec Properties Limited — Proxy Solicitation & Information Statement 2005

Aug 17, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Lippo China Resources Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

LIPPO CHINA RESOURCES LIMITED 力寶華潤有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 156)

DISCLOSEABLE TRANSACTIONS

29th July, 2005

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Principal terms of the Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Information on DWL and the Mall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Financial effects of the Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Listing Rules implications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Reasons for and benefits of entering into the Transactions . . . . . . . . . . . . . . . . . .	17
Information on the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Information on the APG Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Information on the Vendors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Information on BIP, PSPL and the Existing Shareholder Loans . . . . . . . . . . . . . .	18
Information on Mercurine, MPGP, Tarragon and SAC . . . . . . . . . . . . . . . . . . . . . .	19
Information on BCA Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
Appendix – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20

DEFINITIONS

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

• “Additional Shareholder Loans”

the extension of shareholder loans of an aggregate amount of Rp122,500,000,000 (equivalent to approximately HK$100,245,000) by Primewin, Mercurine and MPGP to DWL;

“AP Property” Auric Property Pte. Ltd., a company incorporated in Singapore with limited liability and a wholly-owned subsidiary of APG; “APG” Auric Pacific Group Limited, a company incorporated in Singapore with limited liability and the shares of which are listed on the Singapore Exchange Securities Trading Limited; “APG Group” APG and its subsidiaries; “associates” shall have the meaning as ascribed thereto under the Listing Rules; “BCA” PT Bank Central Asia Tbk; “BCA Loan” an indebtedness in the amount of Rp122,891,782,407.38 (equivalent to approximately HK$100,566,000) previously owed by DWL to BCA which has been repaid as at the date of the joint announcement of the Company and Lippo dated 7th July, 2005;

“BIP” PT Bhuwanatala Indah Permai Tbk, a company incorporated in Indonesia with limited liability and the shares of which are listed on the Jakarta Stock Exchange, and its ultimate beneficial owner are third parties independent of the Company or any of its connected persons; “BIP DSPA” a debt sale and purchase agreement entered into between BIP, Primewin and DWL on 8th June, 2005, under which BIP agreed to assign to Primewin a debt of Rp1,178,387,869 (equivalent to approximately HK$964,000) owing by DWL to BIP; “Company” Lippo China Resources Limited 力寶華潤有限公司 , a company incorporated in Hong Kong with limited liability and the shares of which are listed on the Stock Exchange and an approximate 71.13 per cent. owned indirect subsidiary of Lippo;

– 1 –

DEFINITIONS

“Completion”	completion of the SSPA, BIP DSPA and PSPL DSPA;
“Completion Date”	8th June, 2005, being the date of completion of the
	Transactions;
“connected persons”	shall have the meaning as ascribed thereto under the
	Listing Rules;
“Directors”	the directors of the Company;
“DWL”	PT Duta Wisata Loka, a company established on
	12th March, 1984 in Indonesia with limited liability
	pursuant to the Foreign Capital Investment Law No. 1
	year 1967, as amended, and is owned as to 85.33 per
	cent. by MPL and as to 6.79 per cent. by MPGP and as
	to 7.88 per cent. by SAC on the Completion Date;
“Existing Shareholder Loans”	the shareholder loans of an aggregate amount of
	Rp34,838,975,465 (equivalent to approximately
	HK$28,510,000) extended by BIP and PSPL to DWL;
“Group”	the Company and its subsidiaries at the relevant point
	of time;
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China;
“Indonesia”	the Republic of Indonesia;
“Latest Practicable Date”	26th July, 2005, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information contained herein;
“Lippo”	Lippo Limited力寶有限公司, a company incorporated
	in Hong Kong with limited liability and the shares of
	which are listed on the Stock Exchange and the indirect
	holding company of the Company and APG;
“Lippo Cayman”	Lippo Cayman Limited, a company incorporated in
	the Cayman Islands with limited liability and directly
	and indirectly holds 57.34 per cent. of the issued share
	capital of Lippo;
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange;

– 2 –

DEFINITIONS

“Loan Agreement and the Loan Agreement and Acknowledgement of Acknowledgement Indebtedness entered into between Primewin and DWL of Indebtedness” on 8th June, 2005; “m[2] ” square metres; “Mall” Megamal Pluit, a shopping mall situated at Jalan Pluit Indah, Pluit Sub District, Penjaringan District, North Jakarta, Indonesia, with an approximate gross building area of 117,000 m[2] , and is the main asset of DWL; “Mercurine” Mercurine Investment Pte Ltd., a company incorporated in Singapore with limited liability, which, (other than through its interest in Win Double), and its ultimate beneficial owner, are third parties independent of the Company or any of its connected persons; “Model Code” the Model Code for Securities Transactions by Directors of Listed Issuers under the Listing Rules; “MPGP” PT Multi Pratama Gemilang Perkasa, a company incorporated in Indonesia with limited liability, which holds approximately 6.79 per cent. of issued share capital of DWL on the Completion Date, which (other than through its direct and indirect interest in MPL and DWL), and its ultimate beneficial owner, are third parties independent of the Company or any of its connected persons; “MPL” Mention Property Limited, a company incorporated in the British Virgin Islands with limited liability, which is owned as to 71 per cent. by Win Double and holds approximately 85.33 per cent. of the issued share capital of DWL on the Completion Date; “New Investors” Primewin, Mercurine and MPGP; “Primewin” Primewin Holdings Limited, a company incorporated in the British Virgin Islands with limited liability and is wholly owned by AP Property on the Completion Date; “Primewin Additional the extension of a further loan of Rp61,610,294,118 Shareholder Loan” (equivalent to approximately HK$50,417,000) by Primewin to DWL under the Loan Agreement and Acknowledgement of Indebtedness;

– 3 –

DEFINITIONS

“PSPL”	Pacific Star Properties Ltd., a company incorporated
	in Hong Kong with limited liability, and its ultimate
	beneficial owner, are third parties independent of the
	Company or any of its connected persons;
“PSPL DSPA”	a debt sale and purchase agreement entered into
	between PSPL, Primewin and DWL on 8th June, 2005
	in which PSPL agreed to assign to Primewin its entire
	interest in a debt of Rp16,343,567,438 (equivalent to
	approximately HK$13,375,000) owing by DWL to PSPL;
“SAC”	Sonic Asia Capital Ltd., a wholly-owned subsidiary of
	MPGP, and holds approximately 7.88 per cent. of the
	issued share capital of DWL on the Completion Date;
“Sale Shares”	71 shares of US$1.00 each, representing 71 per cent.
	shareholding in the capital of MPL which were
	acquired by Win Double under the Transactions;
“SFO”	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong);
“Shares”	shares of HK$0.10 each in the Company;
“Shareholder Loan Acquisitions”	the acquisition of indebtedness by Primewin in the
	sum of Rp1,178,387,869 (equivalent to approximately
	HK$964,000) and Rp16,343,567,438 (equivalent to
	approximately HK$13,375,000) extended by BIP and
	PSPL to DWL respectively;
“SSPA”	the share sale and purchase agreement entered into
	between Win Double, Tarragon, the Vendors and MPL
	on 8th June, 2005 in relation to the sale and purchase
	of Sale Shares;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“subsidiary”	shall have the meaning ascribed thereto under the
	Companies Ordinance (Chapter 32 of the Laws of Hong
	Kong) and “subsidiaries” shall be construed
	accordingly;
“Tarragon”	Tarragon Ventures Pte. Ltd., a company incorporated
	in Singapore with limited liability and is wholly owned
	by MPGP;

– 4 –

DEFINITIONS

“Transactions”	the transactions to effect the acquisition by the APG
	Group of a 50.89 per cent. effective interest in the Mall
	pursuant to SSPA, BIP DSPA and PSPL DSPA, which
	include, among others, (i) the subscription by
	AP Property for the entire issued share capital of
	Primewin; (ii) the subscription by Primewin for an
	84 per cent. equity interest in the issued share capital
	of Win Double; (iii) the acquisition of the Sale Shares;
	(iv) the Shareholder Loan Acquisitions; and (v) the
	extension of Primewin Additional Shareholder Loan;
“UBO”	ultimate beneficial owner;
“Vendors”	Morimasa Group Investments Ltd. and Metropolo
	Property Inc., the outgoing shareholders of MPL, each
	of them and its ultimate beneficial owner are third
	parties independent of the Company or any of its
	connected persons;
“Win Double”	Win Double Limited, a company incorporated in the
	British Virgin Islands, which is owned as to 84 per
	cent. by Primewin and the remaining 16 per cent. by
	Mercurine on the Completion Date;
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong;
“MOP”	Macau pataca, the lawful currency of the Macao Special
	Administrative Region of the People’s Republic of
	China;
“Peso”	Philippine peso, the lawful currency of the Republic
	of Philippines;
“RM”	Malaysian ringgit, the lawful currency of Malaysia;
“RMB”	Renminbi, the lawful currency of the People’s Republic
	of China;
“Rp”	Indonesian rupiah, the lawful currency of Indonesia;
“S$”	Singapore dollar, the lawful currency of the Republic
	of Singapore; and
“US$”	United States dollar, the lawful currency of the United
	States of America.

– 5 –

DEFINITIONS

Unless otherwise specified, conversion of Rp into HK$ is based on the exchange rate of HK$1.00 = Rp1,222, conversion of US$ into HK$ is based on the exchange rate of HK$7.8 = US$1.00 and conversion of S$ into HK$ is based on the exchange rate of HK$1.00 = S$0.2129. The conversion is for the purpose of illustration only and does not constitute a representation that any amount in Rp or US$ or S$ or HK$ have been, could have been or may be converted at the above rates or any other rates at all.

– 6 –

LETTER FROM THE BOARD

LIPPO CHINA RESOURCES LIMITED 力寶華潤有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 156)

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

Executive Directors:

Registered Office: Room 2301, 23rd Floor Tower One Lippo Centre 89 Queensway Hong Kong

Mr. James Riady (Chairman) Mr. Stephen Riady (Deputy Chairman, Managing Director and Chief Executive Officer)

Mr. John Luen Wai Lee, J.P.

Independent Non-executive Directors:

Mr. Edwin Neo Mr. Victor Ha Kuk Yung Mr. King Fai Tsui

29th July, 2005

To the shareholders of the Company

Dear Sir or Madam,

DISCLOSEABLE TRANSACTIONS

Reference is made to the joint announcement of the Company and Lippo dated 7th July, 2005 in relation to the entering into of the Transactions by the APG Group.

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

INTRODUCTION

The board of directors of each of the Company and Lippo announced that on 8th June, 2005, AP Property, a wholly-owned subsidiary of APG, has acquired a 50.89 per cent. effective interest in DWL which holds the Mall contemplated under the Transactions. Since the applicable percentage ratios (as defined under rule 14.07 of the Listing Rules)

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LETTER FROM THE BOARD

for the consideration payable by the APG Group pursuant to the Transactions represent 5 per cent. or more but less than 25 per cent. for the Company, the entering into of the Transactions by the APG Group constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

The ownership structure of MPL and DWL before the Completion is as follows:

==> picture [400 x 242] intentionally omitted <==

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

Johanes Harman Siswanto
Yulius Kurniawan
Budisutrisno Kotjo (Swan Tiong)
(UBO)
(UBO) (UBO)
Morimasa Group Metropolo
Investments Ltd. Property Inc.
51% 49%
BIP Mr. Kentjana PSPL MPL
Widjaja
5.87% 0.92% 4.72% 88.49%
DWL
Mall
----- End of picture text -----

To the best knowledge, information and belief of the board of directors of the Company, and having made all reasonable enquires, the board of directors of the Company confirms that Morimasa Group Investments Ltd., Metropolo Property Inc., BIP and PSPL and their respective ultimate beneficial owners are third parties independent of the Company and any of its connected persons.

– 8 –

LETTER FROM THE BOARD

The ownership structure of MPL and DWL upon the Completion is as follows:

==> picture [346 x 339] intentionally omitted <==

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

Lippo
(indirect) 71.13%
The Company
(indirect) 51.2%
APG Nai Joo Hiang Nio Yantony Susilowati
(UBO) (UBO) (UBO)
100%
AP Property
100% Mercurine MPGP
Primewin
84% 16% 100% 100%
Win Double Tarragon SAC
71% 29%
MPL
85.33% 7.88% 6.79%
DWL
Mall
----- End of picture text -----

PRINCIPAL TERMS OF THE TRANSACTIONS

A. Acquisition of Primewin

On 8th June, 2005, AP Property has subscribed for one share of US$1.00 in, representing the entire issued share capital of, Primewin for a consideration of US$1.00. Primewin is a newly incorporated company in the British Virgin Islands on 2nd February, 2005 and has an authorized share capital of US$50,000 divided into 50,000 shares of US$1.00 each. The issued and paid-up capital of Primewin is one ordinary share of US$1.00.

B. Acquisition of Win Double

On 8th June, 2005, Primewin has subscribed for 84 shares of US$1.00 each in, representing 84 per cent. of the issued share capital of, Win Double for an aggregate consideration of US$84. The remaining 16 shares of US$1.00 each in, representing 16 per cent. of the issued share capital of, Win Double is held by Mercurine. Win Double is a newly incorporated company in the British Virgin Islands on 8th February, 2005 and has an authorized share capital of US$50,000 divided into 50,000 shares of US$1.00 each. The issued and paid-up capital of Win Double is 100 ordinary shares of US$1.00 each.

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LETTER FROM THE BOARD

C. Acquisition of MPL and restructuring of DWL

Principal terms of the acquisition of the Sale Shares

On 8th June, 2005, Win Double entered into the SSPA with Tarragon, the Vendors, being Morimasa Group Investments Ltd. and Metropolo Property Inc., and MPL in which (1) the Vendors agreed to sell and Win Double agreed to purchase the Sale Shares, representing 71 per cent. of the issued share capital of MPL, for a consideration of Rp75,596,614,721 (equivalent to approximately HK$61,863,000) and (2) the Vendors agreed to sell and Tarragon, a wholly-owned subsidiary of MPGP, agreed to purchase 29 shares of US$1.00 each in, representing 29 per cent. of the issued share capital of, MPL.

Under the terms of the SSPA, Win Double and Tarragon acknowledged that the acquisition of shares in MPL was to be in conjunction with the restructuring set out below, involving, amongst others (1) the refinancing of debt owed by DWL to BCA and the release of all guarantees and security granted in connection therewith; and (2) the approval of the shareholders of DWL at a general meeting in relation to, amongst others, (a) the replacement of all the directors and commissioners of DWL with the nominees of Win Double and Tarragon (other than Messrs. Kentjana Widjaja and Johanes Budisutrisno Kotjo, who are to remain as commissioners of DWL) and (b) the release and discharge by DWL of any and all claims against the outgoing directors and commissioners of DWL.

Completion of the acquisition of the Sale Shares took place on 8th June, 2005, simultaneously with the completion of the Shareholder Loan Acquisitions and the execution by the New Investors, namely Primewin, Mercurine and MPGP, of the agreements to extend the Additional Shareholder Loans to DWL.

Consideration for the Sale Shares was arrived at on a willing buyer-willing seller basis, based on the MPL’s effective interest of 85.33 per cent. in the Mall and the value of the existing buildings on the land on which the Mall is sited, without taking into account the further development potential of such land. A valuation report dated 9th May, 2005 and issued by Colliers International/PT Penilai places a market value of Rp538,300,000,000 (equivalent to approximately HK$440,507,000) on the Mall. The valuation, which was commissioned by APG, was arrived at using two methodologies, namely the income approach and the depreciated replacement cost approach. Colliers International, a property consultant group, is duly licensed from the Ministry of Industry and Trade of Indonesia, Ministry of Finance of Indonesia and is a member of Indonesian Valuation Company Association, Indonesian Society of Appraisers and Indonesian Consultant Society. PT Penilai, a registered valuation company, has been in association with Colliers International since 1988. The consideration for the Sale Shares was paid at completion of the acquisition of the Sale Shares.

– 10 –

LETTER FROM THE BOARD

The payment of the consideration for the acquisition by Win Double of the Sale Shares was sourced from the internal cash balances of APG. Out of the total consideration for the Sale Shares, Primewin shall account for 84 per cent., amounting to Rp63,367,750,575 (equivalent to approximately HK$51,856,000) and Mercurine shall account for 16 per cent., amounting to Rp12,228,864,146 (equivalent to approximately HK$10,007,000).

The representatives of the APG Group did not discuss the number of nominees to be nominated by each party to the board of MPL or DWL.

Restructuring of DWL

The acquisition of the Sale Shares by Win Double is part of a restructuring exercise undertaken by DWL involving the exit of the Vendors from DWL, through the sale of their shares in MPL, the exit of certain shareholders from DWL (being BIP, PSPL and Mr. Kentjana Widjaja), the restructuring of shareholdings of the remaining shareholders of DWL and the replacement of such outgoing investors and shareholders with new investors (being Primewin (50.89 per cent.), Mercurine (9.69 per cent.) and MPGP (39.42 per cent.)).

Details of the exit of the Vendors from DWL was done through the sale of the shares in MPL by the Vendors to Win Double and Tarragon which are set out in the paragraph headed “Principal terms of the acquisition of the Sale Shares” above.

Prior to the Completion, the shareholders of DWL were as follows:

• (a) BIP, which held 25,500 shares representing 5.87 per cent. of the total issued share capital of DWL;

• (b) Mr. Kentjana Widjaja, who held 4,000 shares representing 0.92 per cent. of the total issued share capital of DWL;

• (c) PSPL, which held 20,500 shares representing 4.72 per cent. of the total issued share capital of DWL; and

• (d) MPL, which held 384,439 shares representing 88.49 per cent. of the total issued share capital of DWL.

Upon the Completion, the shareholders of DWL are:

• (a) MPL, holding 370,707 shares representing 85.33 per cent. of the total issued share capital of DWL;

• (b) MPGP, holding 29,500 shares representing 6.79 per cent. of the total issued share capital of DWL; and

• (c) SAC, a wholly-owned subsidiary of MPGP, holding 34,232 shares representing 7.88 per cent. of the total issued share capital of DWL.

– 11 –

LETTER FROM THE BOARD

D. Shareholder Loan Acquisitions

In connection with the exit of BIP and PSPL from DWL, the Existing Shareholder Loans extended to DWL by BIP and PSPL were assigned to Primewin, Mercurine and MPGP.

Prior to the Completion, an aggregate amount of Rp34,838,975,465 (equivalent to approximately HK$28,510,000) of the Existing Shareholder Loans was extended to DWL comprising:

• (a) a shareholder loan of Rp18,495,408,027 (equivalent to approximately HK$15,135,000) extended by BIP to DWL, representing approximately 53.09 per cent. to the Existing Shareholder Loans; and

• (b) a shareholder loan of Rp16,343,567,438 (equivalent to approximately HK$13,375,000) extended by PSPL to DWL, representing approximately 46.91 per cent. to the Existing Shareholder Loans.

Details of the Existing Shareholder Loans are set out in the paragraph headed “Information on BIP, PSPL and the Existing Shareholder Loans” below.

Upon the Completion, the Existing Shareholder Loans extended by BIP and PSPL have been assigned to Primewin, Mercurine and MPGP where:

• (a) an amount of Rp17,521,955,307 (equivalent to approximately HK$14,339,000) is owed to Primewin, representing approximately 50.29 per cent. to the Existing Shareholder Loans;

• (b) an amount of Rp3,381,429,972 (equivalent to approximately HK$2,767,000) is owed to Mercurine, representing approximately 9.71 per cent. to the Existing Shareholder Loans; and

• (c) an amount of Rp13,935,590,186 (equivalent to approximately HK$11,404,000) is owed to MPGP, representing approximately 40 per cent. to the Existing Shareholder Loans.

Following paragraph (a) above, Primewin had on 8th June, 2005 entered into:

• (1) the BIP DSPA, in which BIP agreed to assign to Primewin for a consideration of its face value a debt of Rp1,178,387,869 (equivalent to approximately HK$964,000) owing by DWL to BIP, being part of the shareholder loan of an aggregate amount of Rp18,495,408,027 (equivalent to approximately HK$15,135,000) extended by BIP to DWL; and

• (2) the PSPL DSPA, in which PSPL agreed to assign to Primewin for a consideration of its face value its entire interest in a debt of Rp16,343,567,438 (equivalent to approximately HK$13,375,000) owed by DWL to PSPL pursuant to a shareholder loan extended by PSPL to DWL.

– 12 –

LETTER FROM THE BOARD

Completion of the Shareholder Loan Acquisitions took place on 8th June, 2005, simultaneously with the completion of the acquisition of the Sale Shares.

The consideration for the Shareholder Loan Acquisitions was arrived at on a willing buyer-willing seller basis, and was based on the face values of the said Existing Shareholder Loans as at the Completion.

Funds for the payment of the consideration for the Shareholder Loan Acquisitions were sourced from the internal cash balances of APG.

Following paragraph (b) above, Mercurine had on 8th June, 2005 entered into a sale and purchase agreement, pursuant to which Mercurine acquired certain debts in the principal amount of Rp3,381,429,972 (equivalent to approximately HK$2,767,000) owing by DWL to BIP.

Following paragraph (c) above, MPGP had on 8th June, 2005 entered into a sale and purchase agreement, pursuant to which MPGP acquired certain debts in the principal amount of Rp13,935,590,186 (equivalent to approximately HK$11,404,000) owing by DWL to BIP.

The terms of the acquired shareholder loans by each of Primewin, Mercurine and MPGP were documented in the loan agreement and acknowledgement of indebtedness entered into by DWL with each of Primewin, Mercurine and MPGP respectively as stated in paragraph E below.

E. Additional Shareholder Loans

The restructuring of the debt obligations of DWL, involving the extension of new shareholder loans (in addition to the assignment of the Existing Shareholder Loans) of an aggregate amount of Rp122,500,000,000 (equivalent to approximately HK$100,245,000) by the New Investors to DWL for the purposes of repayment of the BCA Loan of Rp122,891,782,407.38 (equivalent to approximately HK$100,566,000) owed by DWL to BCA and the release and discharge of all security and guarantees given in connection therewith to BCA. The Additional Shareholder Loans of an aggregate amount of Rp122,500,000,000 (equivalent to approximately HK$100,245,000) comprising:

• (a) the extension of a further loan of Rp61,610,294,118 (equivalent to approximately HK$50,417,000) by Primewin, being the Primewin Additional Shareholder Loan, representing approximately 50.29 per cent. of the Additional Shareholder Loans;

• (b) the extension of a further loan of Rp11,889,705,882 (equivalent to approximately HK$9,730,000) by Mercurine, representing approximately 9.71 per cent. of the Additional Shareholder Loans; and

• (c) the extension of a further loan of Rp49,000,000,000 (equivalent to approximately HK$40,098,000) by MPGP, representing approximately 40 per cent. of the Additional Shareholder Loans.

– 13 –

LETTER FROM THE BOARD

The remaining outstanding amount due under the BCA Loan in the sum of Rp391,782,407 (equivalent to approximately HK$321,000) has been settled by funds from DWL. Details of the BCA Loan are set out in the paragraph headed “Information on BCA Loan” below:

(1) Primewin Additional Shareholder Loan

In conjunction with the completion of the acquisition of the Sale Shares and the completion of the Shareholder Loan Acquisitions, Primewin entered into the Loan Agreement and Acknowledgement of Indebtedness on 8th June, 2005 under which Primewin agreed to extend the Primewin Additional Shareholder Loan with a principal amount of Rp61,610,294,118 (equivalent to approximately HK$50,417,000) to DWL. Together with the acquired indebtedness by Primewin under the BIP DSPA and PSPL DSPA, DWL acknowledged that it was indebted to Primewin for an aggregate principal amount of Rp79,132,249,425 (equivalent to approximately HK$64,756,000) which shall be governed by the terms of the Loan Agreement and Acknowledgement of Indebtedness.

The indebtedness under the Loan Agreement and Acknowledgement of Indebtedness is unsecured and will mature on 31st December, 2008, with principal repayable in four instalments at the end of each calendar year and interest being payable on the principal amounts outstanding at the rate of 15 per cent. per annum, payable annually on 31st December of each year.

Funds for the payment of the consideration for the Primewin Additional Shareholder Loan were sourced from the internal cash balances of APG.

As a result of the Shareholder Loan Acquisitions and the extension of the Primewin Additional Shareholder Loan, DWL will be indebted to Primewin for an aggregate amount of Rp79,132,249,425 (equivalent to approximately HK$64,756,000) in principal amount, or approximately 50.29 per cent. of the aggregate amount of Rp157,338,975,465 (equivalent to approximately HK$128,755,000) in shareholder loans (comprising the Existing Shareholder Loans and the Additional Shareholder Loans).

(2) Additional Shareholder Loans granted by Mercurine

On 8th June, 2005, Mercurine entered into a loan agreement and acknowledgement of indebtedness with DWL under which MPGP agreed to extend an additional shareholder loan with a principal amount of Rp11,889,705,882 (equivalent to approximately HK$9,730,000). Together with the acquired shareholder loan by Mercurine in the amount of Rp3,381,429,972 (equivalent to approximately HK$2,767,000) owing from DWL, DWL acknowledged that it was indebted to Mercurine for an aggregate principal amount of Rp15,271,135,854 (equivalent to approximately HK$12,497,000) which shall be governed by the terms of the loan agreement and acknowledgement of indebtedness entered into between Mercurine and DWL.

– 14 –

LETTER FROM THE BOARD

The indebtedness under the Additional Shareholder Loans due to Mercurine is unsecured and will mature on 31st December, 2008, with principal repayable in four instalments at the end of each calendar year and interest being payable on the principal amounts outstanding at the rate of 15 per cent. per annum, payable annually on 31st December of each year.

• (3) Additional Shareholder Loans granted by MPGP

On 8th June, 2005, MPGP entered into a loan agreement and acknowledgement of indebtedness with DWL under which MPGP agreed to extend the additional shareholder loans with a principal amount of Rp49,000,000,000 (equivalent to approximately HK$40,098,000). Together with the acquired shareholder loan by MPGP in the amount of Rp13,935,590,186 (equivalent to approximately HK$11,404,000) owing from DWL, DWL acknowledged that it was indebted to MPGP for an aggregate principal amount of Rp62,935,590,186 (equivalent to approximately HK$51,502,000) which shall be governed by the terms of the loan agreement and acknowledgement of indebtedness entered into between MPGP and DWL.

The indebtedness under the Additional Shareholder Loans due to MPGP is unsecured and will mature on 31st December, 2008, with principal repayable in four instalments at the end of each calendar year and interest being payable on the principal amounts outstanding at the rate of 15 per cent. per annum, payable annually on 31st December of each year.

F. Total consideration under the Transactions

Pursuant to the Transactions, the APG Group has paid an aggregate amount of approximately HK$116,613,000 being the total of:

• (1) US$84 (equivalent to approximately HK$655) paid by Primewin for the subscription of shares in Win Double;

• (2) Rp63,367,750,575 (equivalent to approximately HK$51,856,000) contributed by the APG Group towards the consideration for the Sale Shares paid by Win Double;

• (3) Rp17,521,955,307 (equivalent to approximately HK$14,339,000) paid by Primewin for the Shareholder Loan Acquisitions; and

• (4) Rp61,610,294,118 (equivalent to approximately HK$50,417,000) being the further advance extended by Primewin to DWL in repayment of the loan extended by BCA.

– 15 –

LETTER FROM THE BOARD

INFORMATION ON DWL AND THE MALL

DWL is a company established on 12th March, 1984 in Indonesia with limited liability pursuant to the Foreign Capital Investment Law No. 1 year 1967, as amended, and has an authorized share capital of Rp434,439 million divided into 434,439 shares of Rp1,000,000 each, all of which have been issued and are fully paid up or credited as fully paid up.

DWL is the owner of the Mall pursuant to (a) the Development and Management Cooperation Agreement dated 30th June, 1995 entered between the local government of the Special Province of Jakarta and DWL for 70,000 m[2] of land to be developed into a shopping center, restaurants, a golf driving range and their supporting facilities, and (b) the Preliminary Continuous Development and Management Cooperation Agreement dated 22nd February, 2000 entered between PT Pembangunan Pluit Jaya and DWL for 138,665 m[2] of land to be developed into an apartment complex, office building and lake for recreational facilities. The Mall is located on plots of land of 62,180 m[2] owned by DWL under the Rights to Build for 30 years (“HGB”), expiring on 1st October, 2025. Pursuant to the Development and Management Cooperation Agreement, the HGB is issued on Rights to Cultivate owned by the Local Government of Special Province of Jakarta, which is represented by PT Jakarta Propertindo.

The Mall represents DWL’s main asset and is a shopping centre situated at Jalan Pluit Indah, Pluit Sub District, Penjaringan District, North Jakarta, Indonesia completed in 1996. It is part of a multi-use development comprising of traditional shop houses, two man-made lakes and a driving range on a site of approximately 21 hectares. The Mall is comprised of five floors of retail space with an approximately gross building area of 117,000 m[2] and net lettable area of 86,000 m[2] . Parking is provided on the ground surrounding the Mall with a total capacity of 1,700 parking lots.

Each of Primewin and Win Double is a newly established company and was incorporated on 2nd February, 2005 and 8th February, 2005, respectively.

MPL was incorporated on 8th April, 2003. The principal activity of MPL is investment holding and the only asset of MPL is the investment in DWL. As at the Completion Date, the net asset value of each of Primewin, Win Double and MPL was US$1.00, US$100.00 and US$100.00 respectively.

Based on audited financial statements of DWL for the two years ended 31st December, 2004 and 2003, turnover was Rp106,022,496,614 (equivalent to approximately HK$86,761,000) and Rp98,055,716,409 (equivalent to approximately HK$80,242,000) respectively. Profit before tax for the two years ended 31st December, 2004 and 2003 amounted to Rp15,520,503,791 (equivalent to approximately HK$12,701,000) and Rp61,057,465,289 (equivalent to approximately HK$49,965,000). Profit after tax for the two years ended 31st December, 2004 and 2003 amounted to Rp7,211,827,229 (equivalent to approximately HK$5,902,000) and Rp54,132,215,750 (equivalent to approximately HK$44,298,000) respectively. Total assets and net asset value of DWL as at 31st December, 2004 were Rp335,302,187,131 (equivalent to approximately HK$274,388,000) and Rp135,407,710,588 (equivalent to approximately HK$110,808,000) respectively. Total assets

– 16 –

LETTER FROM THE BOARD

and net asset value of DWL as at 31st December, 2003 were Rp344,860,856,171 (equivalent to approximately HK$282,210,000) and Rp128,195,883,359 (equivalent to approximately HK$104,907,000). The carrying amount of the Mall as at 31st December, 2004 and 2003 was Rp300,570,804,572 (equivalent to approximately HK$245,966,000) and Rp301,342,397,940 (equivalent to approximately HK$246,598,000).

The Mall will be included under the “Investment Property” in the books of the Group.

FINANCIAL EFFECTS OF THE TRANSACTIONS

Upon Completion, DWL has become an indirect non wholly-owned subsidiary of APG and the Company. Hence, the results, assets and liabilities of DWL will be consolidated into the financial statements of the Company.

LISTING RULES IMPLICATIONS

As at the Latest Practicable Date, Lippo is indirectly interested in approximately 71.13 per cent. of the issued share capital of the Company, which in turn is indirectly interested in approximately 51.2 per cent. of the issued share capital of APG. Accordingly, each of the Company and APG is an indirect subsidiary of Lippo and APG is an indirect subsidiary of the Company. Upon the Completion, DWL has become an indirect non wholly-owned subsidiary of each of APG, the Company and Lippo.

Since the applicable percentage ratios (as defined under rule 14.07 of the Listing Rules) for the consideration payable by the APG Group pursuant to the Transactions represent 5 per cent. or more but less than 25 per cent. for the Company, the entering into of the Transactions by the APG Group constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

To the best of the knowledge, information and belief of the board of directors of the Company, and having made all reasonable enquiries, the board of directors of the Company confirms that the Vendors, BIP, PSPL, Mercurine, MPGP, BCA and Mr. Kentjana Widjaja and their respective ultimate beneficial owners, as appropriate, (other than each of their interests through Mercurine and MPGP) are third parties independent of the Company and any of its connected persons.

REASONS FOR AND BENEFITS OF ENTERING INTO THE TRANSACTIONS

APG had on 20th May, 2005 announced by way of announcement its intention to engage in property investment, development, management and services and other related activities whether in Singapore or overseas as an additional business (the “Additional Core Business”) independent from its existing core business of food manufacturing, wholesale distribution of food and allied fast-moving consumer goods and investment holding. In connection with this intention, APG has been exploring opportunities to acquire quality property interests in Singapore and/or overseas to break into the Additional Core Business.

– 17 –

LETTER FROM THE BOARD

The board of directors of APG has identified property business (in particular shopping malls) in Indonesia as an appropriate investment opportunity of APG’s activities. The Transactions are in line with APG’s medium and long-term strategy.

The board of directors of the Company, including its independent non-executive Directors, consider the terms of Transactions have been negotiated and arrived at after arm’s length negotiations with reference to the prevailing market conditions in Indonesia and are on normal commercial terms, and that such terms are fair and reasonable and in the interests of the Company and its shareholders as a whole.

INFORMATION ON THE COMPANY

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

INFORMATION ON THE APG GROUP

The principal activity of APG is investment holding. The principal activities of the subsidiaries of APG are food wholesaling, distribution and manufacturing.

The principal activity of each of AP Property, Primewin, Win Double and MPL is investment holding. None of AP Property (other than Primewin, Win Double, MPL and DWL), Primewin (other than Win Double, MPL and DWL) and Win Double (other than MPL and DWL) has other subsidiaries. The only investment of MPL comprises its holding of shares in the capital of DWL.

INFORMATION ON THE VENDORS

So far as the board of directors of the Company is aware after having made all reasonable enquiries, the principal activity of each of the Vendors is investment holding.

INFORMATION ON BIP, PSPL AND THE EXISTING SHAREHOLDER LOANS

So far as the board of directors of the Company is aware after having made all reasonable enquiries, the principal activity of BIP is the development and management of property such as apartment, office building, commercial area, housing, trading and service.

So far as the board of directors of the Company is aware after having made all reasonable enquiries, the principal activity of PSPL is investment holding.

The Existing Shareholder Loans were extended by BIP and PSPL in 1996 as advances made to DWL in repayment of matured bank loans and for working capital purposes. The Existing Shareholder Loans were non-interest bearing, unsecured and have no fixed terms of repayment.

– 18 –

LETTER FROM THE BOARD

Pursuant to the BIP DSPA and the PSPL DSPA, DWL agreed that the terms of the obligations of DWL in relation to the amount of the Existing Shareholder Loans acquired by Primewin were to be set out in the Loan Agreement and Acknowledgment of Indebtedness, the details of which were set out in sub-paragraph E(1) above being headed “Primewin Additional Shareholder Loan”.

INFORMATION ON MERCURINE, MPGP, TARRAGON AND SAC

So far as the board of directors of the Company is aware after having made all reasonable enquiries, the principal activity of each of Mercurine, Tarragon and SAC is investment holding.

So far as the board of directors of the Company is aware after having made all reasonable enquiries, the principal activity of MPGP is property development.

INFORMATION ON BCA LOAN

DWL obtained an investment credit facility from BCA as documented in a credit agreement dated 8th September, 2003 with a maximum principal credit facility of Rp150,000,000,000 (equivalent to approximately HK$122,750,000) and a term of five years which bore interest of 1 per cent. below BCA’s prime interest rate per annum. The credit facility was used to settle the syndicated loan arranged by another financial institutions. Prior to the Completion, the BCA Loan in an aggregate amount of Rp122,891,782,407.38 (equivalent to approximately HK$100,566,000) was owing to BCA. As at the date of the joint announcement of the Company and Lippo dated 7th July, 2005, the BCA Loan has been repaid in full.

FURTHER INFORMATION

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

Yours faithfully, By Order of the Board

LIPPO CHINA RESOURCES LIMITED

Stephen Riady

Deputy Chairman, Managing Director and Chief Executive Officer

– 19 –

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

	Personal				Approximate
	interests	Family			percentage of
	(held as	interests			total interests
	beneficial	(interest of	Other	Total	in the issued
Name of Director	owner)	spouse)	interests	interests	share capital
Number of ordinary	Shares
in the Company
Mochtar Riady	–	–	6,544,696,389	6,544,696,389	71.13
			Notes (i) and (ii)
James Riady	–	–	6,544,696,389	6,544,696,389	71.13
			Notes (i) and (ii)
Stephen Riady	–	–	6,544,696,389	6,544,696,389	71.13
			Notes (i) and (ii)

– 20 –

APPENDIX

GENERAL INFORMATION

	Personal	Personal				Approximate
	interests		Family			percentage of
	(held as		interests			total interests
	beneficial		(interest of	Other	Total	in the issued
Name of Director	owner)		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
				Note (i)
James Riady		–	–	248,697,776	248,697,776	57.34
				Note (i)
Stephen Riady		–	–	248,697,776	248,697,776	57.34
				Note (i)
John Luen Wai Lee	825,000		–	–	825,000	0.19
Number of ordinary	shares of
HK$1.00 each in
Hongkong Chinese Limited		(“HCL”)
Mochtar Riady		–	–	973,240,440	973,240,440	72.26
				Notes (i), (ii)
				and (iii)
James Riady		–	–	973,240,440	973,240,440	72.26
				Notes (i), (ii)
				and (iii)
Stephen Riady		–	–	973,240,440	973,240,440	72.26
				Notes (i), (ii)
				and (iii)
John Luen Wai Lee		200	200	–	400	0.00
King Fai Tsui		–	50,000	–	50,000	0.00

Note:

• (i) As at the Latest Practicable Date, Lippo Cayman, an associated corporation (within the meaning of Part XV of the SFO) of the Company, 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. 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 included Dr. Mochtar Riady, Mr. James Riady, Mr. Stephen Riady and their respective family members including, inter alia, the minor children of each of Messrs. James Riady and Stephen Riady. Dr. Mochtar Riady as the founder and beneficiary of the trust and Messrs. James Riady and Stephen Riady (together with their minor children) as beneficiaries of the trust were taken to be interested in Lippo Cayman under the SFO.

– 21 –

APPENDIX

GENERAL INFORMATION

• (ii) As at the Latest Practicable Date, Lippo was indirectly interested in 6,544,696,389 ordinary Shares in, representing approximately 71.13 per cent. of, the issued share capital of the Company.

• (iii) As at the Latest Practicable Date, the Company was directly and indirectly interested in an aggregate of 973,240,440 ordinary shares of HK$1.00 each in, representing approximately 72.26 per cent. of, the issued share capital of HCL.

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

			Approximate
			percentage
		Number of	of interest in
Name of		shares	the issued
associated corporation	Class of shares	interested	share capital
Abital Trading Pte. Limited	Ordinary shares	2	100
AcrossAsia Multimedia	Ordinary shares	3,669,576,788	72.45
Limited (now known as		(Note a)
AcrossAsia Limited)
Actfield Limited	Ordinary shares	1	100
Boudry Limited	Ordinary shares	1,000	100
Congrad Holdings Limited	Ordinary shares	1	100
Cyport Limited	Ordinary shares	1	100
East Winds Food Pte Ltd.	Ordinary shares	400,000	88.88
		(Note b)
First Bond Holdings Limited	Ordinary shares	1	100
First Tower Corporation	Ordinary shares	1	100
		(Note c)
Glory Power Worldwide Limited	Ordinary shares	1	100
Grandhill Asia Limited	Ordinary shares	1	100
Grand Peak Investment Limited	Ordinary shares	2	100
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	15,000,000	100
	deferred shares
Lippo Capital Limited	Ordinary shares	705,690,000	100
Lippo Energy Company N.V.	Ordinary shares	6,000	100

– 22 –

APPENDIX

GENERAL INFORMATION

			Approximate
			percentage
		Number of	of interest in
Name of		shares	the issued
associated corporation	Class of shares	interested	share capital
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	7,500,000	100
	deferred shares
Lippo Investments Limited	Ordinary shares	2	100
Lippo Leisure Holdings Limited	Ordinary shares	2	100
Lippo Realty Limited	Ordinary shares	2	100
Multi-World Builders &	Ordinary shares	4,080	51
Development Corporation
Nelton Limited	Ordinary shares	10,000	100
Pointbest Limited	Ordinary shares	1	100
SCR Ltd.	Ordinary shares	1	100
Sinotrend Global Holdings 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”)
The Hong Kong Building and	Ordinary shares	168,313,038	74.80
Loan Agency Limited (“HKBLA”)		(Note e)
Valencia Development Limited	Ordinary shares	800,000	100
	Non-voting	200,000	100
	deferred shares
Welux Limited	Ordinary shares	1	100

Note:

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

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

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

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

• e. The interests were held through the Company, a 71.13 per cent. owned subsidiary of Lippo which in turn was a 57.34 per cent. owned subsidiary of Lippo Cayman. On 18th June, 2005, a conditional sale and purchase agreement was entered into by, inter alia, a wholly-owned subsidiary of the Company and the Company for the disposal of the entire interest in the shares of HKBLA.

– 23 –

APPENDIX

GENERAL INFORMATION

As at the Latest Practicable Date, each of Messrs. James Riady and Stephen Riady, as beneficial owner, through their respective nominees, 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, Messrs. James Riady and Stephen Riady and their minor children. Dr. Mochtar Riady did not have any interests in the share capital of Lanius but the shareholders of Lanius were accustomed to act in accordance with his instructions.

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

(b) Interests in underlying shares of the Company

		Number of
		underlying Shares	Approximate
		in respect of	percentage
	Capacity and	which options	of the issued
Name of Director	nature of interest	have been granted*	share capital
John Luen Wai Lee	Personal (held as	9,000,000	0.09
	beneficial owner)

• The options were granted on 23rd June, 1997 at a consideration of HK$1.00 per grantee under the Share Option Scheme for Employees adopted by the Company (the “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 Share Option Scheme to subscribe for ordinary Shares 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 at an exercise price of HK$0.883 per Share (subject to adjustment). None of the options were exercised by the above Director since they were granted.

The above interest in the underlying Shares 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).

– 24 –

APPENDIX

GENERAL INFORMATION

Certain Directors have non-beneficial personal equity interests in certain subsidiaries of the Company held for the benefit of the Group solely for the purpose of holding the requisite qualifying shares.

All the interests stated above represent long positions. Save as disclosed above, 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 or 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 and Lippo. 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 members of the Group are as follows:

– 25 –

APPENDIX

GENERAL INFORMATION

(i) The Company

		Approximate
		percentage of
		the issued
Name	No. of ordinary Shares	share capital
Lippo	6,544,696,389	71.13
Lippo Cayman	6,544,696,389	71.13
Lanius Limited (“Lanius”)	6,544,696,389	71.13
Madam Lidya Suryawaty	6,544,696,389	71.13

Note (i):

• (a) 6,544,696,389 ordinary Shares were held by Skyscraper Realty Limited directly as beneficial owner which in turn was a wholly-owned subsidiary of First Tower Corporation (“First Tower”). First Tower was a wholly-owned subsidiary of Lippo. Lippo Cayman, and through its wholly-owned subsidiaries, Lippo Capital Limited (which owned approximately 50.47 per cent. interest of the issued share capital of Lippo), J & S Company Limited and Huge Returns Limited, was directly and indirectly interested in approximately 57.34 per cent. of the issued share capital of Lippo.

• (b) 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 included 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.

• (c) Lippo’s interests in the ordinary Shares were recorded as the interests of Lippo Cayman, Lanius and Madam Lidya Suryawaty. The above ordinary Shares related to the same block of shares that Dr. Mochtar Riady, Messrs. James Riady and Stephen Riady were interested, details of which were disclosed in the above section headed “Directors’ and chief executive’s interests and short positions in shares and underlying shares of the Company and associated corporations”.

• (d) All the interests stated above represent long positions.

(ii) Hassell Holdings Limited (“Hassell”)

	No. of ordinary shares
Name	of US$0.01 each	Percentage
Binsak Holdings Limited (“Binsak”)	5,500	55
Hackney Investments Limited	2,500	25
Fullway Properties Limited	1,000	10
Portland Limited	1,000	10

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

– 26 –

APPENDIX

GENERAL INFORMATION

(iii) Firstrate Development Limited

No. of ordinary shares

	No. of ordinary shares
Name	of HK$1.00 each	Percentage
Hassell	40,004,000	40
First Dragon Limited	35,003,500	35
Sinofix Limited (“Sinofix”)	15,001,500	15

Note (iii): Hassell is a subsidiary of Binsak which in turn is a wholly-owned subsidiary of the Company and Sinofix is also a wholly-owned subsidiary of the Company. See also (i) above in respect of the substantial shareholders of the Company.

(iv) Tecwell Limited

No. of ordinary shares

	No. of ordinary shares	No. of ordinary shares
Name	of US$1.00 each		Percentage
Reiley Inc. (“Reiley”)		70	70
Itochu Corporation		30	30

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

(v) MEDCO Holdings, Inc. (“MEDCO”)

	No. of ordinary shares	Approximate
Name	of Peso 1.00 each	percentage
Citivest Asia Limited
(“Citivest Asia”)	494,814,901	70.70

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

(vi) MEDCO Asia Investment Corporation

	No. of ordinary shares	Approximate
Name	of Pesos 10.00 each	percentage
MEDCO	17,378,498	64.54
Classic Premium Limited
(“Classic Premium”)	3,721,000	13.82

Note (vi): Classic Premium is a wholly-owned subsidiary of the Company. See also (i) above in respect of the substantial shareholders of the Company and (v) above in respect of the substantial shareholders of MEDCO.

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GENERAL INFORMATION

(vii) Zhuhai Chung Po House Property Development Company Limited

		Approximate
		percentage of
	Amount of paid up	development
Name	registered capital	right
Chung Po Investment and
Development Company
Limited (“CPID”)	RMB150,000,000	77.15
廣東省拱北中旅集團有限公司
(Guangdong Gongbei CTS Group
Co., Ltd.)	Nil	22.85

Note (vii): CPID is a wholly-owned subsidiary of Reiley which in turn is a wholly-owned subsidiary of the Company. See also (i) above in respect of the substantial shareholders of the Company.

(viii) Jeremiah Holdings Limited (“Jeremiah”)

	No. of ordinary shares
Name	of S$1.00 each	Percentage
Dragon Board Holdings
Limited (“Dragon Board”)	779,187	60
Mrs. Endang Utari Mokodompit	519,458	40

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

(ix) Nine Heritage Pte Ltd (“Nine Heritage”)

	No. of ordinary shares
Name	of S$1.00 each	Percentage
Jeremiah	800,000	80
SouthQuay Capital Asia Limited	200,000	20

Note (ix): See also (viii) above in respect of the substantial shareholders of Jeremiah.

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GENERAL INFORMATION

(x) APG

	No. of ordinary shares	Approximate
Name	of S$0.50 each	percentage
Jeremiah	28,078,930	22.34
Nine Heritage	22,384,000	17.81
Pantogon Holdings Pte Ltd
(“Pantogon”)	13,085,405	10.41
Westront Pte Ltd	27,493,311	21.88

Note (x): Nine Heritage is a subsidiary of Jeremiah and Pantogon is a wholly-owned subsidiary of Jeremiah. See also (viii) above in respect of the substantial shareholders of Jeremiah. As at the Latest Practicable Date, Hongkong China Treasury Limited and Apexwin Limited, both being wholly-owned subsidiaries of the Company, were also interested in an aggregate of 759,000 ordinary shares of S$0.50 each in APG.

(xi) Auric Chun Yip Sdn. Bhd.

	No. of ordinary shares	Approximate
Name	of RM1.00 each	percentage
Auric Pacific (M) Sdn. Bhd. (“APM”)	7,000,000	58.33
Sunbeam Food Sdn. Bhd. (“SFSB”)	3,000,000	25
Mr. Abdul Razak Bin Mohd Karim	2,000,000	16.67

Note (xi): APM is a wholly-owned subsidiary of APG. See also (x) above in respect of the substantial shareholders of APG.

(xii) Auric Pacific Food Processing Sdn. Bhd.

	No. of ordinary shares	Approximate
Name	of RM1.00 each	percentage
APM	700,000	58.33
SFSB	300,000	25
Mr. Abdul Razak Bin Mohd Karim	200,000	16.67

Note (xii): APM is a wholly-owned subsidiary of APG. See also (x) above in respect of the substantial shareholders of APG.

(xiii) Chunex Pte. Ltd.

Chunex Pte. Ltd.
	No. of ordinary shares
Name	of S$1.00 each	Percentage
APG Foods Pte. Limited (“APF”)	2,250,000	75
SW Investments Holding Pte. Ltd.	750,000	25

Note (xiii): APF is a wholly-owned subsidiary of APG. See also (x) above in respect of the substantial shareholders of APG.

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GENERAL INFORMATION

(xiv) Classic Aspire Sdn Bhd

	No. of ordinary shares
Name	of RM1.00 each	Percentage
APG	40,000	40
Mr. Zaidaton Akmah Binti Yeop	43,000	43
Mr. Yeap Kok Leong	17,000	17

Note (xiv): See also (x) above in respect of the substantial shareholders of APG.

(xv) Foshan Ausoon Dairy Co., Ltd

	Amount of paid up
Name	registered capital	Percentage
Auric Pacific Dairy (Foshan)
Limited (“Auric Foshan”)	US$4,464,000	75
廣東新盈科技創業投資有限公司
(Guangdong Xinying Science
and Technology Venture
Investments Co., Ltd)	US$1,488,000	25

Note (xv): Auric Foshan is a wholly-owned subsidiary of APG. See also (x) above in respect of the substantial shareholders of APG.

(xvi) Win Double

	No. of ordinary shares
Name	of US$1.00 each	Percentage
Primewin	84	84
Mercurine	16	16

Note (xvi): Primewin is a wholly-owned subsidiary of APG. See also (x) above in respect of the substantial shareholders of APG.

(xvii) MPL

	No. of ordinary shares
Name	of US$1.00 each	Percentage
Win Double	71	71
Tarragon	29	29

Note (xvii): See also (xvi) above in respect of the substantial shareholders of Win Double.

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GENERAL INFORMATION

(xviii) DWL

	No. of ordinary shares	Approximate
Name	of Rp1,000,000 each	percentage
MPL	370,707	85.33
SAC	34,232	7.88
MPGP	29,500	6.79

Note (xviii): See also (xvii) above in respect of the substantial shareholders of MPL. SAC is a wholly-owned subsidiary of MPGP.

(xix) The Hong Kong Building and Loan Agency Limited

	No. of ordinary shares	Approximate
Name	of HK$1.00 each	percentage
HKCB Corporation Limited
(“HKCB Corporation”)	168,313,038	74.80

Note (xix): HKCB Corporation is a wholly-owned subsidiary of No. 1 Dragon Ltd. which in turn is a wholly-owned subsidiary of the Company. See also (i) above in respect of the substantial shareholders of the Company. On 18th June, 2005, a conditional sale and purchase agreement was entered into by, inter alia, HKCB Corporation for the disposal of its entire interest in the shares of HKBLA.

(xx) Hongkong Chinese Limited (“HCL”)

	No. of ordinary shares	Approximate
Name	of HK$1.00 each	percentage
HKCL Holdings Limited
(“HKCL”)	806,656,440	59.89
The Company	166,584,000	12.37

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

(xxi) Four Prosperity Holdings Limited

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

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

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GENERAL INFORMATION

(xxii) Goldfix Pacific Ltd.

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

(xxiii) Rossinis Restaurant Pte. Ltd.

	No. of ordinary shares	Approximate
Name	of S$1.00 each	percentage
Brilliant Leader Limited
(“Brilliant Leader”)	349,999	87.5
Mr. Lim Siew Fei	50,000	12.5

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

(xxiv)TechnoSolve Limited

	No. of ordinary shares	Approximate
Name	of HK$1.00 each	percentage
HKCL Investments Limited
(“HKCL Investments”)	18,053,500	80.43

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

(xxv) The Macau Chinese Bank Limited

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

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

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APPENDIX

GENERAL INFORMATION

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

Save as disclosed herein, as at the Latest Practicable Date, so far as was known to 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 a service contract with any member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

5. COMPETING INTERESTS OF DIRECTORS AND ASSOCIATES

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

6. EXPERTS

• (a) The qualification of the experts who have given opinion or advice which are contained in this circular is as follows:

Name Qualification

Colliers International Property consultant PT Penilai Registered valuation company

Colliers International and PT Penilai collectively referred to as the Valuers below.

• (b) As at the Latest Practicable Date, the Valuers did not have any shareholding in the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in the Group, nor did they have any interest, direct or indirect, in any assets which had, since 31st December, 2004, being the date to which the latest published audited financial statements of the Group were made up, been acquired or disposed of

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APPENDIX

GENERAL INFORMATION

by or leased to the Group, or were proposed to be acquired or disposed of by or leased to the Group.

• (c) The Valuers have given and have not withdrawn their written consent to the issue of this circular with the inclusion herein of references to their names in the context in which they appear.

7. LITIGATION

As at the Latest Practicable Date, so far as was known to the Directors, there were no litigation or claims of material importance pending or threatened against any member of the Group.

8. MISCELLANEOUS

• (a) The Secretary of the Company is Ms. Millie Yuen Fun Luk, a fellow member of both the Institute of Chartered Secretaries and Administrators and the Hong Kong Institute of Company Secretaries.

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

• (c) The registered office of the Company is situate at Room 2301, 23rd Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong.

• (d) The transfer office of the Company is situate at the office of its registrars, Tengis Limited, at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong.

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

Note: Certain English translations of Chinese names or words in this Appendix are included for information purpose only and should not be relied upon as the official translation of such Chinese names or words.

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