Asiasec Properties Limited — Proxy Solicitation & Information Statement 2006

Apr 20, 2006

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 Lippo China Resources 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.

LIPPO CHINA RESOURCES LIMITED 力寶華潤有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 156)

DISCLOSEABLE TRANSACTION

PROPOSED DISPOSAL OF INTEREST IN A POWER PLANT

20th April, 2006

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
The Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
The Option Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
The Consents, Waivers and Releases Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Reasons for and effects of the Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Information on the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Appendix – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

DEFINITIONS

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

“Agreement”	the conditional purchase and sale agreement dated
	27th March, 2006 entered into between the Buyer and
	the Seller relating to the sale and purchase of the
	Transferred Interests
“associate(s)”	has the meaning ascribed thereto it under the Listing
	Rules
“Board”	the board of the Directors
“Business Day”	any day which is not a Saturday, Sunday or legal
	holiday recognised by the Federal government of the
	United States or the national government of Malaysia
	or the central government of the PRC or the
	government of Hong Kong
“Buyer”	Genting Power China Limited, a company incorporated
	in Bermuda with limited liability
“China Pacific” or “Seller”	China Pacific Electric Limited, a company incorporated
	in the British Virgin Islands with limited liability and
	a wholly-owned subsidiary of the Company
“Closing”	closing of the purchase and sale of the Transferred
	Interests in accordance with the terms and conditions
	of the Agreement
“Closing Date”	fifth Business Day after conditions precedent for the
	Closing (excluding such conditions that, by their terms,
	cannot be satisfied until the Closing) are either
	satisfied, or waived by the parties entitled to waive
	such conditions in their sole discretion, or such later
	date as the InterGen Sale Closing occurs, or such other
	date as may be mutually agreed to by the Seller and
	the Buyer
“Company”	Lippo China Resources Limited力寶華潤有限公司, a
	company incorporated in Hong Kong with limited
	liability whose shares are listed on the Main Board of
	the Stock Exchange and are owned as to approximately
	71.13 per cent. by Lippo
“connected person(s)“	has the meaning ascribed to it under the Listing Rules

1

DEFINITIONS

“Consents, Waivers and	the conditional agreement on consents, waivers and
Releases Agreement”	releases dated 27th March, 2006 entered into among
	InterGen, MZW Holdings Limited, MZW Generating,
	MZW Power, InterGen (Putian), the Company, Reiley,
	China Pacific, FEHK and FPEC in relation to consents,
	waivers and releases, among other things, obligations
	of InterGen and the Company under the FEHK
	Shareholders’ Agreement and the memorandum and
	articles of association of FEHK
“Director(s)”	the director(s) of the Company
“Disposal”	the proposed disposal of the Transferred Interests by
	the Seller pursuant to the terms and conditions of the
	Agreement
“FEHK”	Fujian Electric (Hong Kong) LDC, a limited duration
	company incorporated in the Cayman Islands and
	beneficially owned as to approximately 26.3 per cent.
	by the Seller and as to approximately 73.7 per cent. by
	MZW Generating as at the date of the Agreement
“FEHK Shareholders’	shareholders’ agreement dated 20th March, 1997 (as
Agreement”	amended by agreements dated 31st January, 1998 and
	11th May, 1998) entered into among MZW Generating,
	China Pacific and FEHK
“FPEC”	Fujian Pacific Electric Company Limited, a wholly
	foreign-owned enterprise established in the PRC
“Group”	the Company and its subsidiaries
“Guaranty Agreement”	guaranty agreement dated 27th March, 2006 executed
	by Reiley to act as a guarantor for the benefit of the
	Buyer for guaranteeing the performance of the
	obligations of China Pacific under the Agreement
“Hong Kong”	the Hong Kong Special Administrative Region of the
	PRC
“InterGen”	InterGen, an exempted company incorporated in the
	Cayman Islands
“InterGen (Putian)”	InterGen (Putian) Electric Power Maintenance
	Company, Limited, a wholly foreign-owned enterprise
	established in the PRC

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DEFINITIONS

“InterGen Sale” sale of all of InterGen’s shares in MZW Power and MZW Holdings Limited by InterGen to the Buyer pursuant to a purchase and sale agreement dated 27th March, 2006 entered into between InterGen and the Buyer “InterGen Sale Closing” closing of InterGen Sale “Latest Practicable Date” 18th April, 2006, 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, the shares of which are listed on the Main Board of the Stock Exchange “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “LPH” LPH Limited, a company incorporated in the British Virgin Islands with limited liability and a whollyowned subsidiary of the Company “Macau” the Macao Special Administrative Region of the PRC “Material Adverse Effect” a material adverse effect (a) on the validity or enforceability of the Agreement or the transactions contemplated thereby, or (b) on the business, assets, liabilities, financial condition or results of operations of FEHK and FPEC to be acquired at the Closing, taken as a whole, excluding any effect resulting from (i) any change of general applicability in political, social, economic, industry, market or financial conditions (including changes in the electricity generating, transmission or distribution industry, the wholesale or retail markets for electrical power, the fuel supply or fuel transportation markets, markets for other supplies and commodities, the transmission system, interest rates, consumer confidence, outbreak of hostilities, terrorist activities or war), whether general or regional in nature or limited to any country or area in which the Power Plant is located or any of FEHK, FPEC or the Seller operates, (ii) any change in applicable law or regulatory policy of general applicability, (iii) effects of weather or meteorological

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DEFINITIONS

	events, (iv) strikes, work stoppages or other labour
	disturbances, or (v) the execution or delivery of the
	Agreement or the transactions contemplated thereby
	or the announcement thereof
“Model Code”	the Model Code for Securities Transactions by Directors
	of Listed Issuers under the Listing Rules
“MZW Generating”	Meizhou Wan Generating Company Limited, an
	exempted company incorporated in the Cayman
	Islands with limited liability and beneficially owned
	as to approximately 64.47 per cent. by InterGen and
	as to approximately 35.53 per cent. by the Buyer as at
	the date of the Agreement
“MZW Power”	Meizhou Wan Power Production Holding Company,
	Limited, an exempted company incorporated in the
	Cayman Islands
“Option Agreement”	the conditional option agreement dated 27th March,
	2006 entered into between LPH and FEHK for granting
	LPH an option to participate to the extent of a
	26.3 per cent. interest in the phase II expansion and
	development of the Power Plant
“PMOSC”	the amended and restated project management and
	operational services contract, dated as of 11th May,
	1998, between FPEC and InterGen (Putian)
“Power Plant”	the power plant located in Talin Village, Putian City,
	Fujian Province, the PRC
“PRC”	the People’s Republic of China, which for the purpose
	of this circular, shall exclude Hong Kong, Macau and
	Taiwan
“Reiley”	Reiley Inc., a company incorporated in the British
	Virgin Islands with limited liability and a wholly-
	owned subsidiary of the Company
“SFO”	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong)
“Share(s)”	ordinary share(s) of HK$0.10 each in the capital of the
	Company
“Shareholder(s)”	holder(s) of the Share(s)

4

DEFINITIONS

“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Transactions”	the transactions being contemplated under the
	Agreement, the Guaranty Agreement, the Option
	Agreement and the Consents, Waivers and Releases
	Agreement
“Transferred Interests”	the 61.6794 ordinary shares of FEHK (representing
	26.3 per cent. of issued share capital of FEHK) to be
	bought and sold pursuant to the terms and conditions
	of the Agreement
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong
“MOP”	Macau pataca, the lawful currency of the Macau
“RMB”	Renminbi, the lawful currency of the PRC
“S$”	Singapore dollar, the lawful currency of the Republic
	of Singapore
“US$”	United States dollar, the lawful currency of the United
	States of America

Note: For use in this circular and for illustration purposes only, conversion of US$ into HK$ is based on the approximate exchange rate of US$1.00 to HK$7.7594. No representation or assurance is made or given that any amount in HK$ or US$ could be converted at such rate or any other rates.

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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

20th April, 2006

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION

PROPOSED DISPOSAL OF INTEREST IN A POWER PLANT

INTRODUCTION

By a joint announcement dated 29th March, 2006, the respective boards of directors of Lippo and the Company announced that on 27th March, 2006, China Pacific, a whollyowned subsidiary of the Company, entered into the Agreement to dispose of the Transferred Interests, representing the Company's entire 26.3 per cent. equity interest in FEHK, the principal underlying asset of which is the Power Plant at a consideration of US$55.3 million (equivalent to approximately HK$429.1 million). In consideration for China Pacific executing the Agreement, LPH, a wholly-owned subsidiary of the Company, entered into

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LETTER FROM THE BOARD

the Option Agreement with FEHK on 27th March, 2006, pursuant to which FEHK granted LPH an option but not an obligation to participate to the extent of a 26.3 per cent. interest in the phase II expansion and development of the Power Plant. On the same day, the Consents, Waivers and Releases Agreement was executed to facilitate the Disposal.

The entering into of the Agreement, the Guaranty Agreement, the Option Agreement and the Consents, Waivers and Releases Agreement constitutes a discloseable transaction for the Company under the Listing Rules. The purpose of this circular is to provide you with further details of the Agreement, the Guaranty Agreement, the Option Agreement and the Consents, Waivers and Releases Agreement.

THE AGREEMENT

Parties

Seller: China Pacific Electric Limited Buyer: Genting Power China Limited, an investment holding company holding an approximate 35.53 per cent. equity interest in MZW Generating as at the date of the Agreement

To the best of the knowledge, information and belief of the Directors and after making all reasonable enquiries, the Buyer and its ultimate beneficial owners are third parties independent of the Company and its connected persons, and are not connected persons of the Company.

Asset to be disposed of

Pursuant to the Agreement, the Buyer agreed to acquire, and the Seller agreed to sell, the Transferred Interests subject to the terms and conditions of the Agreement. The Transferred Interests represent a 26.3 per cent. equity interest in FEHK.

The principal underlying asset of FEHK is the entire interest in FPEC which is a special purpose company formed for the purpose of financing, building, owning and operating the Power Plant. The Power Plant, located in Talin Village, Putian City, Fujian Province, the PRC, commenced commercial operation in 2004 and consists of a 2 x 362 megawatt (net) coal-fired electricity generating power plant and associated facilities.

Based on the 2004 audited accounts of FEHK prepared based on international financial reporting standards, the audited consolidated profit before and after taxation and minority interests of FEHK for the year ended 31st December, 2003 were approximately US$27.3 million (equivalent to approximately HK$211.8 million) and US$23.5 million (equivalent to approximately HK$182.3 million) respectively. The audited consolidated profit before and after taxation and minority interests of FEHK for the year ended 31st December, 2004 were approximately US$12.7 million (equivalent to approximately

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LETTER FROM THE BOARD

HK$98.5 million) and US$18.3 million (equivalent to approximately HK$142.0 million) respectively. As set out in the aforesaid audited accounts, the audited consolidated net asset value of FEHK attributable to its shareholders was approximately US$181.3 million (equivalent to approximately HK$1,406.8 million) as at 31st December, 2004.

Consideration

The consideration to be payable to the Seller for the Disposal is US$55.3 million (equivalent to approximately HK$429.1 million) and to be made at the Closing. The consideration was arrived at after arm’s length negotiations between the Buyer and the Seller and by reference to the unaudited consolidated net asset value of FEHK as at 31st December, 2005.

The Company currently intends to apply the entire estimated net sales proceed of approximately HK$419.1 million, after taking into account relevant expenses incurred in connection with the Transactions, as general working capital.

Closing conditions

The obligation of the Seller to proceed with the Closing contemplated under the Agreement is subject, at the option of the Seller, to the satisfaction on or prior to the Closing Date of all of the following conditions:

• (a) the representations and warranties of the Buyer contained in the Agreement shall be correct as of the Closing Date, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be correct as of such specific date), and the Buyer shall have performed all of its obligations thereunder, except where the failure of such representations and warranties to be correct and the failure of such obligations to be performed would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Buyer to consummate the transactions contemplated by the Agreement;

• (b) on or prior to the Closing Date, the Buyer shall have delivered all agreements, instruments and documents required to be delivered by the Buyer pursuant to the Agreement;

• (c) on the Closing Date, no action, suit, proceeding, condemnation or audit by or before any court or other governmental authority or any arbitration proceeding (excluding any such matter initiated by the Seller or any of its affiliates) shall be pending or threatened before any governmental authority of competent jurisdiction seeking to enjoin or restrain the consummation of the Closing or recover substantial damages from the Seller or any affiliate of the Seller resulting therefrom;

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LETTER FROM THE BOARD

• (d) all necessary approvals, consents and authorisations for the implementation of the transactions contemplated under the Agreement having been obtained by the Seller including, among other things, the obtaining of the relevant shareholder approvals of Lippo and the Company in accordance with the Listing Rules;

• (e) the Buyer shall have obtained all necessary consents and authorisations for the implementation of the transactions contemplated under the Agreement including the obtaining of the approvals from Bank Negara, the Central Bank of Malaysia, and have made all filings;

• (f) the Consents, Waivers and Releases Agreement shall have been executed and delivered by all of the parties thereto; and

• (g) the Buyer shall have delivered the consideration as stipulated in the Agreement to the Seller.

The obligation of the Buyer to proceed with the Closing contemplated under the Agreement is subject, at the option of the Buyer, to the satisfaction on or prior to the Closing Date of conditions (d) and (e) above and all of the following conditions:

• (a) the representations and warranties of the Seller contained in the Agreement shall be correct as of the Closing Date, as if remade on the date thereof (except for representations and warranties made as of a specific date, which shall be correct as of such specific date), and the Seller shall have performed all of its obligations thereunder, except where the failure of such representations and warranties to be correct and the failure of such obligations to be performed would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

• (b) on or prior to the Closing Date, the Seller shall have delivered all agreements, instruments and documents required to be delivered by the Seller pursuant to the Agreement;

• (c) on the Closing Date, no action, suit, proceeding, condemnation or audit by or before any court or other governmental authority or any arbitration proceeding (excluding any such matter initiated by the Buyer or any of its affiliates) shall be pending or threatened before any governmental authority of competent jurisdiction seeking to (i) enjoin or restrain the consummation of the Closing or recover substantial damages from the Buyer or any affiliate of the Buyer resulting therefrom or (ii) require the Buyer to dispose of or hold separately any Transferred Interests or any assets of FEHK and FPEC;

• (d) the Buyer shall have received the audited balance sheets, income statement and cash flow statement with respect to FEHK and FPEC, for the year ended 31st December, 2005, at least ten Business Days prior to the Closing; and

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LETTER FROM THE BOARD

• (e) the InterGen Sale Closing shall have occurred, or shall occur simultaneously with the Closing.

Closing shall take place on the fifth Business Day after conditions precedent for the Closing (excluding such conditions that, by their terms, cannot be satisfied until the Closing) are either satisfied, or waived by the parties entitled to waive such conditions in their sole discretion, or such later date as the InterGen Sale Closing occurs, or such other date as may be mutually agreed to by the Seller and the Buyer.

Termination

The Agreement may be terminated at any time prior to the Closing:

• (a) by a written instrument executed by the Seller, on the one hand, and the Buyer, on the other hand; or

• (b) if any representation, warranty or covenant of the Seller is breached, the Buyer has notified the Seller of that breach, that breach results in, or is likely to result in, a Material Adverse Effect, and that breach has not been cured within forty five days of the notification of the breach, then by the Buyer through a notice to the Seller delivered no earlier than the date occurring three months after the notice from the Buyer notifying the Seller of the breach; or

• (c) if any representation, warranty or covenant of the Buyer is breached, the Seller has notified the Buyer of that breach, that breach results in, or is likely to result in, a material adverse effect on the Buyer’s ability to consummate the transactions contemplated by the Agreement, and that breach has not been cured within forty five days of the notification of the breach, then by the Seller through a notice to the Buyer delivered no earlier than the date occurring three months after the notice from the Seller notifying the Buyer of the breach; or

• (d) by the Buyer through a notice to the Seller if any approval applications made by the Buyer to Bank Negara, the Central Bank of Malaysia for the transactions contemplated under the Agreement have been refused; or

• (e) by the Seller if the Buyer cannot obtain approvals from Bank Negara, the Central Bank of Malaysia for the transactions contemplated under the Agreement within sixty days following the date of the Agreement; or

• (f) by the Seller if it has not received the necessary approvals, including the relevant shareholder approvals of Lippo and the Company in accordance with the Listing Rules, within one hundred and twenty days following the date of the Agreement; or

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LETTER FROM THE BOARD

• (g) if the Closing has not occurred by the close of business on the six month anniversary of the date of the Agreement (including any later date as may be provided by written agreement of the Seller and the Buyer (the “Outside Date”)), then by the Seller through a notice to the Buyer if any Seller’s closing condition specified above has not been satisfied on or before such close of business, and has not theretofore been waived by the Seller; provided, that the failure to consummate the transactions contemplated thereby on or before such date did not result from the failure by the Seller to fulfill in any material respect any undertaking, commitment or condition provided for therein on the part of the Seller that is required to be fulfilled on or prior to the Closing; or

• (h) if the Closing has not occurred by the close of business on the Outside Date, then by the Buyer through a notice to the Seller if any Buyer’s closing condition specified above has not been satisfied on or before such close of business, and has not theretofore been waived by the Buyer; provided, that the failure to consummate the transactions contemplated thereby on or before such date did not result from the failure by the Buyer to fulfill in any material respect any undertaking, commitment or condition provided for therein on the part of the Buyer that is required to be fulfilled on or prior to the Closing.

THE OPTION AGREEMENT

In consideration for China Pacific executing the Agreement, LPH, a wholly-owned subsidiary of the Company, entered into the Option Agreement with FEHK on 27th March, 2006, pursuant to which FEHK granted LPH an option but not an obligation to participate to the extent of a 26.3 per cent. interest in the phase II expansion and development of the Power Plant. It is currently contemplated that the expansion may be carried out through either the addition of new boilers, or the addition of new steam turbines or building a new facility in the neighbouring area, which expansion would use facilities in common with the Power Plant, the vacant land, the electric switchyard or other utilities such as transmission lines utilized by the Power Plant.

As at the date of the Option Agreement, FEHK is still considering whether or not to proceed with the phase II expansion. In the event that FEHK or its affiliates decides to undertake the phase II expansion, FEHK will notify LPH the details of the expansion plan and LPH has to notify FEHK or its affiliates undertaking the phase II expansion whether or not it elects to exercise the option to participate in the expansion plan in the manner prescribed in the Option Agreement. Should LPH exercise such option, the Company shall comply with the relevant disclosures and/or Shareholders’ approval requirements of the Listing Rules where appropriate.

The Option Agreement is subject to and contingent upon the Closing and the closing of InterGen Sale having occurred.

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LETTER FROM THE BOARD

THE CONSENTS, WAIVERS AND RELEASES AGREEMENT

Parties

InterGen, MZW Holdings Limited, MZW Generating, MZW Power, InterGen (Putian), the Company, Reiley, China Pacific, FEHK and FPEC.

InterGen is a global power generation firm and principally engaged in owning, operating, acquiring and developing non-regulated electric generation facilities. InterGen holds the entire interest in MZW Power which in turn holds the entire interest in InterGen (Putian) as at the date of the Consents, Waivers and Releases Agreement. The principal underlying asset of MZW Power is its investment in InterGen (Putian) which is principally engaged as a project manager to provide management and administration services to FPEC for managing and operating the Power Plant pursuant to the PMOSC. InterGen, being the beneficial shareholder of InterGen (Putian) and MZW Power, issued a guarantee (the “PMOSC Guarantee”) in favour of FPEC in relation to the performance of the obligations of InterGen (Putian) under the PMOSC.

As at the date of the Consents, Waivers and Releases Agreement, InterGen also holds the entire interest in MZW Holdings Limited, the principal underlying asset of which is its investment in a 64.47 per cent. equity interest in MZW Generating which in turn holds a 73.7 per cent. equity interest in FEHK. FEHK holds the entire equity interest in FPEC, the principal underlying asset of which is the Power Plant.

To the best of the knowledge, information and belief of the Directors and after making all reasonable enquiries (other than the 26.3 per cent. interest held by the Group in FEHK and FPEC), InterGen, MZW Holdings Limited, MZW Generating, MZW Power, InterGen (Putian), FEHK, FPEC and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons.

Waivers, consents and releases

There are provisions in the FEHK Shareholders’ Agreement and the memorandum and articles of association of FEHK restricting the transfer of shares of FEHK, including pre-emption rights and obligations on each InterGen and China Pacific to maintain a minimum shareholding interest in FEHK. Accordingly, the Consents, Waivers and Releases Agreement was executed, pursuant to which InterGen, MZW Holdings Limited and MZW Generating unconditionally and irrevocably waived any restrictions and compliance by China Pacific with the FEHK Shareholders’ Agreement and the memorandum and articles of association of FEHK in relation to the Disposal. The Company and China Pacific also gave such waiver to InterGen and MZW Generating in relation to the InterGen Sale.

Moreover, the Company and China Pacific unconditionally and irrevocably consent to, and waive any default arising from, (a) the sale of InterGen’s interests in MZW Power pursuant to the InterGen Sale; (b) InterGen (Putian) ceasing to be an affiliate of InterGen for the purposes of the PMOSC in connection with the InterGen Sale; and (c) the termination and release of InterGen from the PMOSC Guarantee. In addition, FPEC unconditionally and irrevocably consents to, and waives any default arising from, the matters set forth in

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LETTER FROM THE BOARD

clauses (a), (b) and (c) in the preceding sentence. In consideration for the Company and China Pacific granting such consents and waivers, InterGen agreed to pay the Company a sum of US$3 million (equivalent to approximately HK$23.3 million) upon Closing.

Each party (the “Party”) to the Consents, Waivers and Releases Agreement also irrevocably and unconditionally waives its right to recover from each other Party, its affiliates or any person acting on behalf of such Party, and forever releases and discharges each other Party and its affiliates from, among other things, any and all damages, claims, obligations, disputes, breaches of contract, acts, omissions, debts, indebtedness, guarantees, whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or be in any way connected with, or arising out of, the investment in the Power Plant and documents entered into among the Parties. Save for the rights and benefits pursuant to the Agreement, the Option Agreement and the agreement in relation to InterGen Sale, each Party expressly waives any and all rights and benefits that it now has or they now have, or in the future may have, conferred upon it or them by virtue of any applicable law or common law principle which provides that a general release, waiver or discharge does not extend to claims that a party does not know or suspect to exist in its favour at the time of executing the release, waiver or discharge, if knowledge of such claims would have materially affected such Party’s settlement with the obligor.

Condition

The Consents, Waivers and Releases Agreement is conditional upon the closing of the agreement in relation to InterGen Sale and the Agreement having taken place simultaneously.

In the event that either the InterGen Sale Closing or the Closing does not take place and the Consents, Waivers and Releases Agreement has not become effective as of the date which falls on the sixth month anniversary of the date of the agreement in relation to InterGen Sale and the Agreement, the Consents, Waivers and Releases Agreement shall automatically terminate and be of no further force or effect.

REASONS FOR AND EFFECTS OF THE TRANSACTIONS

As mentioned in the interim report of the Company for the six months ended 30th June, 2005, the output performance of the Power Plant located in the Fujian Province, the PRC, is subject to competition from the hydropower generation. The Directors are of the view that the Disposal represents a good opportunity for the Group to realise a minority non-core investment. The execution of the Consents, Waivers and Releases Agreement facilitates the Disposal.

The entering into of the Option Agreement gives the Company an option but not an obligation to participate in the phase II expansion of the Power Plant and allows the Company to observe the electricity power industry movement and development in Fujian Province, the PRC before committing itself to the expansion. On this basis, the Directors consider that the terms of the Agreement, the Guaranty Agreement, the Option Agreement and the Consents, Waivers and Releases Agreement are fair and reasonable and the Transactions are in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

Any liability under the Guaranty Agreement for the guaranty given by Reiley will be satisfied from the internal resources of the Group. FEHK is an associated company of the Group and its consolidated results are accounted for in the accounts of the Company by way of equity accounting method. Following the Closing, all interests in FEHK held by the Group will be disposed of and FEHK will cease to be an associated company of the Group. By reference to the unaudited consolidated management accounts of FEHK for the six months ended 30th June, 2005 and after taking into consideration the relevant costs of the Disposal, it is estimated that a gain net of minority interests of approximately HK$14 million will be credited to the consolidated profit and loss accounts of the Company as a result of the Disposal and the execution of the Consents, Waivers and Releases Agreement. Since the carrying value of the attributable interest in FEHK shared by the Group will change over time and be subject to auditors’ review, it is expected that the actual gain or loss arising from the Disposal and the execution of the Consents, Waivers and Releases Agreement to be recorded in the consolidated profit and loss accounts of the Company will be different from the aforesaid amount.

INFORMATION ON THE COMPANY

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

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

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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)

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	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 Limited (“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

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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.

• (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 interest
Name of		of shares	in 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
CRC China Limited	Ordinary shares	1	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	Ordinary shares	1	100
Limited
Grandhill Asia Limited	Ordinary shares	1	100
Grand Peak Investment	Ordinary shares	2	100
Limited
Honix Holdings Limited	Ordinary shares	1	100
Huge Returns Limited	Ordinary shares	1	100

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			Approximate
			percentage
		Number	of interest
Name of		of shares	in the issued
associated corporation	Class of shares	interested	share capital
J & S Company Limited	Ordinary shares	1	100
Lippo Assets (International)	Ordinary shares	1,000,000	100
Limited	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
Lippo Energy Holding	Ordinary shares	1	100
Limited
Lippo Finance Limited	Ordinary shares	6,176,470	82.35
Lippo Global Assets Limited	Ordinary shares	1	100
Lippo Holding America Inc.	Ordinary shares	1	100
Lippo Holding Company	Ordinary shares	2,500,000	100
Limited	Non-voting	7,500,000	100
	deferred shares
Lippo Investments Limited	Ordinary shares	2	100
Lippo Leisure Holdings	Ordinary shares	2	100
Limited
Lippo Realty Limited	Ordinary shares	2	100
Multi-World Builders &	Ordinary shares	4,080	51
Development Corporation
Nelton Limited	Ordinary shares	10,000	100
Pointbest Limited	Ordinary shares	1	100
SCR Ltd.	Ordinary shares	1	100
Sinotrend Global Holdings	Ordinary shares	1	100
Limited
Skyscraper Realty Limited	Ordinary shares	10	100
		(Note d)
The HCB General Investment	Ordinary shares	70,000	70
(Singapore) Pte Ltd.
(“HCB General”)
Valencia Development	Ordinary shares	800,000	100
Limited	Non-voting	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.

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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 of the Company 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).

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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:

(i) The Company

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

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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”, in members’ voluntary liquidation)

	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.

(iii) Firstrate Development Limited (in members’ voluntary liquidation)

	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 was 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.

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(iv) Tecwell Limited

	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) Zhuhai Chung Po House Property Development Company Limited

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

Note (v): 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.

(vi) Jeremiah Holdings Limited (“Jeremiah”)

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

Note (vi): Dragon Board 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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(vii) Nine Heritage Pte Ltd

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

Note (vii): See also (vi) above in respect of the substantial shareholders of Jeremiah.

(viii) Hongkong Chinese Limited (“HCL”)

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

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

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

(x) Goldfix Pacific Ltd.

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

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(xi) Grandbury Holdings Limited

	No. of ordinary shares
Name	of US$1.00 each	Percentage
UPM Ltd. (“UPM”)	905	90.5

Note (xi): UPM is a wholly-owned subsidiary of HCL. See also (viii) above in respect of the substantial shareholders of HCL.

(xii) Rossinis Restaurant Pte. Ltd.

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

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

(xiii) TechnoSolve Limited

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

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

(xiv) The Macau Chinese Bank Limited

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

Note (xiv): Winwise is a wholly-owned subsidiary of HCL. See also (viii) 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, so far as the Directors were aware, none of the Directors and their respective associates were considered to have interests in any business which competes or may compete, either directly or indirectly, with the businesses of the Group or have or may have any other conflicts of interest with the Group pursuant to the Listing Rules.

6. LITIGATION

As at the Latest Practicable Date, 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.

7. 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 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.

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

• (d) The transfer office of the Company is situated at the office of its 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.

Note: Certain English translations of Chinese names or words used 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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