Asiasec Properties Limited — Proxy Solicitation & Information Statement 2007

Nov 14, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in 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.

==> picture [79 x 36] intentionally omitted <==

LIPPO CHINA RESOURCES LIMITED �� ! " # $ %

(Incorporated in Hong Kong with limited liability)

(Stock Code: 156)

DISCLOSEABLE AND CONNECTED TRANSACTION

ACQUISITION OF ADDITIONAL INTEREST IN TECWELL LIMITED

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

Hantec Capital Limited

15th November, 2007

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Terms of the Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Reason for the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Financial effects of the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Information on the Vendor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Information on the Company, Lippo and the Purchaser . . . . . . . . . . . . . . . . . . . . .	7
Listing Rules implications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Approval by Controlling Shareholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I – Letter from the Independent Board Committee . . . . . . . . . . . . . . . .	9
Appendix II – Letter from the Independent Financial Adviser. . . . . . . . . . . . . . . .	11
Appendix III – Property valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Appendix IV – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25

DEFINITIONS

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

“Acquisition” the acquisition of the Sale Shares and the Sale Loans by the Purchaser from the Vendor; “Agreement” the sale and purchase agreement dated 10th October, 2007 entered into between (1) the Vendor, (2) the Purchaser and (3) the Company relating to the Acquisition; “Announcement” the joint announcement of the Company and Lippo dated 10th October, 2007;

• “associates” has the meaning ascribed to it under the Listing Rules;

• “Board” board of Directors; “Company” Lippo China Resources Limited�� !"#$% , a company incorporated in Hong Kong with limited liability whose shares are listed on the Stock Exchange and is an approximate 71.13 per cent. indirect subsidiary of Lippo;

• “Completion” completion of the Acquisition; “connected person(s)” has the meaning ascribed to it under the Listing Rules; “Controlling Shareholder” Skyscraper Realty Limited, the controlling shareholder of the Company;

• “Directors” directors of the Company; “Group” the Company and its subsidiaries;

“Hantec” or “Independent Hantec Capital Limited, an independent financial Financial Adviser” adviser appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the Acquisition; “Hong Kong” the Hong Kong Special Administrative Region of the PRC; “Independent Board Committee” an independent board committee, comprising all the independent non-executive Directors formed for the purpose of advising the Independent Shareholders in respect of the Acquisition;

– 1 –

DEFINITIONS

“Independent Shareholders”	the Shareholders, other than the Vendor and its
	associates (if any) who have interest in the Acquisition
	and are required to abstain from voting at the
	extraordinary general meeting of the Company (if held)
	to approve the Acquisition;
“Latest Practicable Date”	13th November, 2007, being the latest practicable date
	prior to the printing of this circular for ascertaining
	certain information contained herein;
“Lippo”	Lippo Limited�� !"#, a company incorporated
	in Hong Kong with limited liability whose shares are
	listed on the Stock Exchange;
“Listing Rules” or “Rule”	Rules Governing the Listing of Securities on the Stock
	Exchange;
“Model Code”	Model Code for Securities Transactions by Directors
	of Listed Issuers under the Listing Rules;
“PRC”	People’s Republic of China;
“Property”	Lippo Plaza (excluding Unit 2 on Basement 1, Levels
	12, 13, 15 and 16 and carparking spaces nos. 15, 16, 17
	and 26 on Basement 2), No. 222 Huai Hai Zhong Road,
	Luwan District, Shanghai, the PRC;
“Purchaser”	Frontop Limited, a company incorporated in the British
	Virgin Islands with limited liability and a wholly-
	owned subsidiary of the Company;
“RHL”	RHL Appraisal Ltd., an independent property valuer;
“Sale Loans”	approximately US$36,197,824 (equivalent to
	approximately HK$281,148,000), being all of the
	shareholder’s loans (including interest accrued thereon
	up to the date of the Agreement) due and owing from
	Tecwell to the Vendor as at the date of the Agreement;
“Sale Shares”	30 shares of US$1.00 each in Tecwell;
“SFO”	Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong);

– 2 –

DEFINITIONS

“Shanghai Fuxing”	�� ! " # $ % & ' ( ) (Shanghai Fuxing
	Development Limited*);
“Shanghai Lippo Fuxing”	�� !"#$%&'()*(Shanghai Lippo Fuxing
	Real Estate Limited*), a sino-foreign equity joint
	venture in the PRC held as to 95 per cent. by Tecwell
	as a foreign equity partner;
“Shares”	ordinary shares of HK$0.10 each in the share capital
	of the Company;
“Shareholders”	shareholders of the Company;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Tecwell”	Tecwell Limited, a company incorporated in the British
	Virgin Islands with limited liability and an indirect
	subsidiary of the Company;
“Vendor”	Itochu Corporation, a company incorporated in Japan;
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong;
“RMB”	Renminbi, the lawful currency of the PRC;
“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.

Note: For use in this circular and for illustration purposes only, conversion of US$ into HK$ is based on an approximate exchange rate of US$1.00 to HK$7.767. No representation is made that any amount in US$ or HK$ could be converted at such rate or any other rates.

* For identification purpose only

– 3 –

LETTER FROM THE BOARD

==> picture [79 x 37] intentionally omitted <==

LIPPO CHINA RESOURCES LIMITED �� ! " # $ %

(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

15th November, 2007

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION

ACQUISITION OF ADDITIONAL INTEREST IN TECWELL LIMITED

INTRODUCTION

Reference is made to the Announcement announcing that on 10th October, 2007, the Company entered into the Agreement with the Purchaser, a wholly-owned subsidiary of the Company, and the Vendor pursuant to which the Company agreed to procure the Purchaser to acquire from the Vendor the Sale Shares, representing 30 per cent. of the issued share capital of Tecwell, and the Sale Loans, for an aggregate consideration of US$52.2 million (equivalent to approximately HK$405,437,000) and to guarantee the Purchaser’s obligations under the Agreement. Tecwell, a non-wholly owned subsidiary of each of the Company and Lippo immediately prior to the Completion, is holding 95 per cent. interest in Shanghai Lippo Fuxing, a sino-foreign equity joint venture in the PRC which is engaged in property investment and development in the PRC. Shanghai Lippo

– 4 –

LETTER FROM THE BOARD

Fuxing is the owner of the Property, a self-developed commercial building in Shanghai, the PRC. The remaining 5 per cent. interest in Shanghai Lippo Fuxing is held by Shanghai Fuxing. A valuation of the Property prepared by RHL is set out in Appendix III to this circular. To the best of the knowledge of the Directors after making reasonable enquiries, Shanghai Fuxing and its ultimate beneficial owners are third parties independent of the Group and its connected persons. Completion took place on the same date as the date of the Agreement. Following the Completion, Tecwell has become an indirect wholly-owned subsidiary of the Company.

TERMS OF THE AGREEMENT

A summary of the salient terms of the Agreement is as follows:

Date: 10th October, 2007 Parties: The Company, the Purchaser and the Vendor Transaction: The Vendor has agreed to sell and the Company has agreed to procure the Purchaser to purchase the Sale Shares and the Sale Loans. Consideration: US$52.2 million (equivalent to approximately HK$405,437,000) in cash, the full amount of which has been paid

The consideration was determined after arm’s length negotiations between the parties; with (i) the consideration for the Sale Loans having been assessed at their face value of approximately US$36,197,824 (equivalent to approximately HK$281,148,000) and (ii) the consideration for the Sale Shares having been determined by reference to the net asset value of Tecwell as set out in its consolidated audited accounts for the year ended 31st December, 2006. The Board, including the independent non-executive Directors, considered that the Agreement was on normal commercial terms and that the consideration was fair and reasonable so far as the Shareholders were concerned. The consideration payable in respect of the Acquisition is financed by the internal resources of the Group.

Completion: Completion of the Acquisition took place on 10th October, 2007. Guarantee: The Company has guaranteed the Purchaser’s obligations under the Agreement.

REASON FOR THE ACQUISITION

The Acquisition has provided the Company with strategic flexibility over Tecwell as the Company can control the entire issued share capital of Tecwell upon the Completion.

– 5 –

LETTER FROM THE BOARD

To the best of the knowledge, information and belief of the Board, the Vendor paid for the Sale Shares at cost in the amount of US$30 (equivalent to approximately HK$234) and had advanced, up to the date of the Agreement, shareholder’s loans to Tecwell in the principal amount of approximately US$20,629,835 (equivalent to approximately HK$160,232,000).

The audited consolidated net asset value of Tecwell was HK$291,128,000 as at 31st December, 2006. The audited consolidated net profit before and after tax and minority interests of Tecwell for the financial year ended 31st December, 2005 was HK$132,230,000 and HK$75,025,000 respectively. The audited consolidated net profit before and after tax and minority interests of Tecwell for the financial year ended 31st December, 2006 was HK$304,268,000 and HK$177,799,000 respectively. Accordingly, the consolidated profit before and after tax and minority interests of Tecwell for the year ended 31st December, 2006 attributable to the 30 per cent. shareholding in Tecwell was approximately HK$91,280,000 and HK$53,340,000 respectively. Based on the consolidated profit after tax and minority interests of Tecwell for the year ended 31st December, 2006, the aggregate consideration attributable to the Sale Shares of approximately US$16,002,176 (equivalent to approximately HK$124,289,000) represents a price-earning ratio of approximately 2.3 times.

The Board (including the independent non-executive Directors) is of the opinion that the terms of the Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

FINANCIAL EFFECTS OF THE ACQUISITION

Upon the Completion, Tecwell has become a wholly-owned subsidiary of the Company. The results of Tecwell will continue to be consolidated into the accounts of the Group. Accordingly, the Board does not expect that the Acquisition will have any material effect on the earnings of the Group.

The Group has applied its internal source of funding for the payment of consideration of US$52.2 million (equivalent to approximately HK$405,437,000) and cash of the Group would be decreased by the same amount accordingly.

INFORMATION ON THE VENDOR

The Vendor is mainly engaged in domestic trading in Japan, import/export, and overseas trading of various products such as textiles, machinery, information and communications-related products, metals, products related to oil and other energy sources, general merchandise, chemicals, and provisions and food. In addition, the Vendor has made multifaceted investments in insurance agencies, finance, construction, real estate trading, and warehousing as well as operations and businesses incidental or related to those fields.

– 6 –

LETTER FROM THE BOARD

INFORMATION ON THE COMPANY, LIPPO AND THE PURCHASER

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

The principal business activity of the Purchaser is investment holding and following the Completion, the Purchaser has become the holder of the Sale Shares.

LISTING RULES IMPLICATIONS

The Company (i) indirectly holds 100 per cent. of the issued share capital of the Purchaser and (ii) immediately prior to the Completion, indirectly held 70 per cent. of the issued share capital of Tecwell. The Vendor, being a substantial shareholder of Tecwell (a subsidiary of the Company) immediately prior to the Completion, is regarded as a connected person of the Company. Accordingly, the Acquisition constitutes a connected transaction for the Company under the Listing Rules. In addition, as the relevant applicable percentage ratios (as defined in the Listing Rules) of the Company for the Acquisition are in excess of 5 per cent. but less than 25 per cent., the Acquisition constitutes a discloseable and connected transaction for the Company under Rule 14.08 and Rule 14A.16(5) of the Listing Rules.

APPROVAL BY CONTROLLING SHAREHOLDER

To the best of the knowledge, information and belief of the Board and having made all reasonable enquiries, the Vendor did not have any shareholding in the Company as at the date of Announcement. The Vendor has confirmed that the Vendor is a public company listed on the Tokyo Stock Exchange and as at the date of Announcement, it did not have any shareholders holding in excess of 7 per cent. of the issued share capital of the Vendor and to the best of its knowledge, without making enquiries, none of the ultimate beneficial owners of the Vendor held any shareholding in the Company as at the date of Announcement.

As at the Latest Practicable Date, the Controlling Shareholder beneficially held 6,544,696,389 Shares, representing approximately 71.13 per cent. of the issued share capital of the Company. The Controlling Shareholder do not have any interest in the Acquisition which is different from the other Shareholders. Therefore, it will not be required to abstain from voting if the Company is to convene an extraordinary general meeting for the approval of the Acquisition. Since the Controlling Shareholder holds sufficient votes to ensure the passing of any resolution in respect of the Acquisition and no Shareholder will be required to abstain from voting, the holding of an extraordinary general meeting would result in extra administrative expenses and costs for the Company. Accordingly, the Company has received a written approval in respect of the Acquisition from the Controlling Shareholder

– 7 –

LETTER FROM THE BOARD

in accordance with the requirements of Rule 14A.43 of the Listing Rules. The Company applied to the Stock Exchange for a waiver from strict compliance with Rule 14A.43 of the Listing Rules in relation to independent shareholders’ approval requirement for the approval of the Acquisition and such waiver was granted by the Stock Exchange.

GENERAL

The Company has established the Independent Board Committee, consisting of the independent non-executive Directors, to advise the Independent Shareholders as to whether the terms of the Acquisition and the Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Company has also appointed Hantec as the independent financial adviser, to make recommendations to the Independent Board Committee and the Independent Shareholders as to whether the terms of the Acquisition and the Agreement are fair and reasonable, are on normal commercial terms and in the ordinary and usual course of business of the Company and are in the interests of the Company and the Shareholders as a whole.

RECOMMENDATIONS

Based on the information disclosed in this letter, the Board is of the view that (i) the Acquisition and (ii) the Agreement are on normal commercial terms, are in the ordinary and usual course of business of the Company, are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

Having considered the advice given by the Independent Financial Adviser and the principal factors and reasons taken into consideration by them in arriving at their advice, the Independent Board Committee is of the opinion that the terms of the Acquisition are fair and reasonable, are on normal commercial terms and are in the interests of the Company and the Shareholders as a whole.

ADDITIONAL INFORMATION

Your attention is also drawn to the letter from the Independent Board Committee and the letter from the Independent Financial Adviser as respectively set out in Appendix I and Appendix II to this circular which contain their advice to the Independent Shareholders and additional information set out in other Appendices to this circular.

Yours faithfully, By Order of the Board

LIPPO CHINA RESOURCES LIMITED

Stephen Riady

Deputy Chairman, Managing Director and Chief Executive Officer

– 8 –

APPENDIX I LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the text of a letter to the Independent Shareholders from the Independent Board Committee prepared for the purpose of incorporation into this circular: LIPPO CHINA RESOURCES LIMITED �� ! " # $ %

(Incorporated in Hong Kong with limited liability)

(Stock Code: 156)

15th November, 2007

To the Independent Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION

ACQUISITION OF ADDITIONAL INTEREST IN TECWELL LIMITED

We have been appointed as members of the Independent Board Committee to advise the Independent Shareholders in respect of the acquisition of additional interest in Tecwell Limited (the “Acquisition”), details of which are set out in the “Letter from the Board” contained in the circular of the Company (the “Circular”) of which this letter forms part. Unless the context otherwise requires, terms defined in the Circular shall have the same meanings when used in this letter.

Your attention is drawn to the “Letter from the Board” and the advice of Hantec, in its capacity as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Acquisition, as set out in the “Letter from the Independent Financial Adviser” in Appendix II to the Circular.

We understand that none of the Shareholders have an interest in the Acquisition which is different from other Shareholders and therefore none of the Shareholders is required to abstain from voting if the Company were to convene a general meeting for the approval of the Acquisition, and the Controlling Shareholder has given a written approval of the Acquisition. The Company has applied to the Stock Exchange for a waiver from strict compliance with Rule 14A.43 of the Listing Rules and such waiver was granted by the Stock Exchange. Accordingly, no Shareholders’ meeting of the Company is required in relation to the Acquisition for the purpose of the Listing Rules.

– 9 –

APPENDIX I LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having taken into account the advice of, and the principal factors and reasons considered by, the Independent Financial Adviser in relation to the Acquisition as stated in its letter, we consider the terms of the Acquisition are fair and reasonable, are on normal commercial terms and are in the interests of the Company and the Shareholders as a whole.

Yours faithfully,

The Independent Board Committee Mr. Edwin Neo Mr. Victor Ha Kuk Yung Mr. King Fai Tsui Independent non-executive Directors

– 10 –

APPENDIX II

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the text of a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Acquisition, which has been prepared for the purpose of incorporation into this circular:

==> picture [38 x 43] intentionally omitted <==

Hantec Capital Limited

45th Floor, COSCO Tower 183 Queen’s Road Central Hong Kong

15th November, 2007

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

DISCLOSEABLE AND CONNECTED TRANSACTION

ACQUISITION OF ADDITIONAL INTEREST IN TECWELL LIMITED

INTRODUCTION

We refer to our engagement as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the terms of the Acquisition, details of which are contained in the Letter from the Board (the “Letter from the Board”) contained in the circular (the “Circular”) of the Company to the Shareholders dated 15th November, 2007 and in which this letter is reproduced. Unless the context otherwise requires, terms used in this letter shall have the same meanings as ascribed to them under the section headed “Definitions” in the Circular.

On 10th October, 2007, the Company entered into the Agreement with the Purchaser, a wholly-owned subsidiary of the Company, and the Vendor pursuant to which the Company agreed to procure the Purchaser to acquire from the Vendor the Sale Shares, representing 30 per cent. of the issued share capital of Tecwell, and the Sale Loans, for an aggregate consideration of US$52.2 million (equivalent to approximately HK$405,437,000) and to guarantee the Purchaser’s obligations under the Agreement. Tecwell, a non-wholly owned subsidiary of the Company immediately prior to the Completion, is holding 95 per cent. interest in Shanghai Lippo Fuxing, a sino-foreign equity joint venture in the PRC which is engaged in property investment and development in the PRC. Following the Completion, Tecwell has become an indirect wholly-owned subsidiary of the Company.

– 11 –

APPENDIX II

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Company (i) indirectly holds 100 per cent. of the issued share capital of the Purchaser and (ii) immediately prior to the Completion, indirectly held 70 per cent. of the issued share capital of Tecwell. The Vendor, being a substantial shareholder of Tecwell (a subsidiary of the Company) immediately prior to the Completion, is regarded as a connected person of the Company. Accordingly, the Acquisition constitutes a connected transaction for the Company under the Listing Rules. In addition, as the relevant applicable percentage ratios (as defined in the Listing Rules) of the Company for the Acquisition are in excess of 5 per cent. but less than 25 per cent., the Acquisition constitutes a discloseable and connected transaction for the Company under Rule 14.08 and Rule 14A.16(5) of the Listing Rules. The Company has applied to the Stock Exchange for a waiver from strict compliance with Rule 14A.43 of the Listing Rules in relation to independent shareholders’ approval requirement for the approval of the Acquisition and such waiver has been subsequently granted by the Stock Exchange.

The Independent Board Committee, comprising three independent non-executive Directors, namely Messrs. Edwin Neo, Victor Ha Kuk Yung and King Fai Tsui, has been established to advise the Independent Shareholders in respect of the Acquisition.

BASIS OF OUR ADVICE

In arriving at our recommendation, we have relied on the statements, information and representations contained in the Circular and the information and representations provided to us by the Directors and the management of the Company. We have assumed that all information and representations contained or referred to in the Circular and all information and representations which have been provided by the Directors and the management of the Company for which they are solely responsible, are true and accurate at the time they were made and will continue to be accurate at the date of the despatch of the Circular. We have no reason to doubt the truth, accuracy and completeness of the information and presentation provided to us by the Directors.

We consider that we have been provided with sufficient information on which to form a reasonable basis for our opinion. We have no reason to suspect that any relevant information has been withheld, nor are we aware of any fact or circumstance which would render the information provided and representations made to us untrue, inaccurate or misleading. We consider that we have performed all the necessary steps to enable us to reach an informed view and to justify our reliance on the information provided so as to provide a reasonable basis for our opinion. Having made all reasonable enquiries, the Directors have further confirmed that, to the best of their knowledge, they believe there are no other facts or representations the omission of which would make any statement in the Circular, including this letter, misleading. We have not, however, carried out any independent verification of the information provided by the Directors and the management of the Company, nor have we conducted an independent investigation into the business and affairs of the Group.

– 12 –

APPENDIX II

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS TAKEN INTO ACCOUNT

The principal factors and reasons that we have taken into consideration in assessing the Acquisition and the terms thereof and arriving at our opinion are set out as follows:

1. Background of and reasons for the Acquisition

The principal activities of the Group include retail business as well as property investment and development.

Tecwell was a non-wholly owned subsidiary owned as to 70 per cent. by the Company immediately prior to the Completion. The Acquisition represented the acquisition of the remaining interest in Tecwell not held by the Company. Tecwell is holding 95 per cent. interest in Shanghai Lippo Fuxing, a sino-foreign equity joint venture in the PRC which is engaged in property investment and development in the PRC. According to the Directors, other than holding 95 per cent. interest in Shanghai Lippo Fuxing, Tecwell is not engaged in other businesses. Shanghai Lippo Fuxing is the owner of the Property, a self-developed commercial building in Shanghai, the PRC. All the turnover of Shanghai Lippo Fuxing is generated from the lease of the Property.

The audited consolidated net profit after tax and minority interests of Tecwell for the financial years ended 31st December, 2005 and 2006 was approximately HK$75.0 million and HK$177.8 million respectively. According to the Directors, the substantial increase in net profit in 2006 was mainly resulted from the increase in the revaluation gain of the Property.

Having considered the sound profitable record of Tecwell and the Acquisition being merely an acquisition of the remaining interest in a subsidiary, we consider that the Acquisition is in the interest of the Group and the Shareholders as a whole.

– 13 –

APPENDIX II

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

2. Consideration of Acquisition

The consideration of the Acquisition was US$52.2 million (equivalent to approximately HK$405,437,000) in cash, the full amount of which has been paid. The consideration was determined after arm’s length negotiations between the parties; with (i) the consideration for the Sale Loans having been assessed at their face value of approximately US$36,197,824 (equivalent to approximately HK$281,148,000) and (ii) the consideration for the Sale Shares having been determined by reference to the net asset value of Tecwell as set out in its consolidated audited accounts for the year ended 31st December, 2006. Based on the face value of the Sale Loans of US$36,197,824, the consideration for the Sale Shares amounted to US$16,002,176 (equivalent to approximately HK$124,289,000). The Board, including the independent non-executive Directors, considered that the Agreement was on normal commercial terms and that the consideration was fair and reasonable so far as the Shareholders were concerned. The consideration paid for the Acquisition was financed by the internal resources of the Group.

Based on the consolidated profit after tax and minority interests of Tecwell for the year ended 31st December, 2006 of approximately HK$177.8 million, the net profit attributable to the 30 per cent. shareholding in Tecwell was approximately HK$53.3 million. Based on such net profit, the aggregate consideration attributable to the Sale Shares of approximately US$16,002,176 (equivalent to approximately HK$124,289,000) represents a price-earning ratio (“P/E”) of approximately 2.3 times.

On the other hand, based on the audited net asset value of Tecwell of approximately HK$291.1 million as at 31st December, 2006, the net asset value attributable to the 30 per cent. shareholding in Tecwell was approximately HK$87.3 million. Based on such net asset value, the aggregate consideration attributable to the Sale Shares of approximately US$16,002,176 (equivalent to approximately HK$124,289,000) represents a price-book ratio (“P/B”) of approximately 1.4 times.

In order to evaluate the fairness and reasonableness of the consideration of the Acquisition, we have identified the following companies (the “Comparable Companies”) listed in Hong Kong which is principally engaged in similar business to that of Tecwell and its subsidiaries, that is property investment and development in the PRC, and examined the P/E and P/B (calculated based on the net profit after tax and minority interests and net asset value per their respective latest published financial statement and the market capitalization of such companies based on their

– 14 –

APPENDIX II

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

closing prices as quoted on 10th October, 2007 (being the date of the Announcement) of the Comparable Companies, which are set out in the following table:

Company name (stock code)	P/E	P/B
	times	times
Hong Long Holdings Ltd. (1383)	4.2	3.6
New Heritage Holdings Ltd. (95)	8.6	1.4
SPG Land (Holdings) Ltd. (337)	16.2	2.4
Guangzhou R&F Properties Co., Ltd. – H Shares (2777)	16.9	4.4
Greentown China Holdings Ltd. (3900)	20.8	6.0
New World China Land Ltd. (917)	24.1	1.1
Beijing Capital Land Ltd. – H Shares (2868)	26.5	1.9
Hopson Development Holdings Ltd. (754)	27.5	5.5
Shui On Land Ltd. (272)	35.4	2.9
Shimao Property Holdings Ltd. (813)	35.7	7.1
Agile Property Holdings Ltd. (3383)	48.5	8.2
China Aoyuan Property Group Limited (3883)	52.9	19.1
China Properties Group Ltd. (1838)	54.0	1.6
China Overseas Land & Investment Ltd. (688)	57.8	8.9
China Resources Land Ltd. (1109)	72.5	5.4
Sino-Ocean Land Holdings Limited (3377)	85.7	13.9
Franshion Properties (China) Ltd. (817)	107.0	23.4
Country Garden Holdings Co. Ltd. (2007)	137.0	159.0(2)
SOHO China Limited (410)	138.6	34.7
KWG Property Holding Ltd. (1813)	232.5(2)	37.0
China Fair Land Holdings Ltd. (169)	N/A(3)	0.8
Lowest	4.2	0.8
Highest	232.5	159.0
Median	35.7	5.4
Mean	51.1	9.5

Source: www.hkex.com.hk

Note:

• (1) For use in this comparison and for illustration purposes only, conversion of RMB into HK$ is based on an exchange rate of RMB0.97 to HK$1.00.

• (2) The P/E of approximately 232.5 times and the P/B of approximately 159.0 times are excluded in our comparison and calculation of median and mean as it is unusually high and may distort our analysis on the Comparable Companies.

• (3) The company recorded a net loss for the financial year ended 31st December, 2006.

As shown in the above table, the P/E of the Comparable Companies ranges from 4.2 times to 232.5 times. The median and average of these P/E are 35.7 times and 51.1 times respectively. The P/E in relation to the consideration attributable to the Sale Shares of approximately 2.3 times is the lowest amongst the Comparable

– 15 –

APPENDIX II

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Companies. On the other hand, the P/B of the Comparable Companies ranges from 0.8 time to 159.0 times. The median and average of these P/B are 5.4 times and 9.5 times respectively. The P/B in relation to the consideration attributable to the Sale Shares of approximately 1.4 times fall within the range of the Comparable Companies and is lower than the median and average.

In view of the above comparison, we consider that the consideration of the Acquisition is fair and reasonable so far as the Shareholders are concerned.

3. Financial effects of the Acquisition

Earnings

As set out in the Letter from the Board, the audited consolidated net profit after tax and minority interests of Tecwell for the financial year ended 31st December, 2006 was HK$177,799,000. According to the 2006 annual report of the Company, the profit attributable to the Shareholders was approximately HK$393,629,000 for the year ended 31st December, 2006. By further acquiring 30 per cent. equity interest of Tecwell, we consider the Company can further capitalize the return from Tecwell in the future.

Net asset value

According to the 2007 interim report of the Company, the Company recorded unaudited consolidated net asset value attributable to the Shareholders of approximately HK$6,308,333,000 as at 30th June, 2007. Since the consideration paid for the Acquisition was financed by the internal resources of the Group, the consolidated net asset value attributable to the Shareholders would have no material change upon completion of the Acquisition.

Cash position/gearing

According to the 2007 interim report of the Company, the Company had unaudited consolidated cash and bank balances of approximately HK$1,151,138,000 as at 30th June, 2007. Since the consideration paid in respect of the Acquisition was financed by the internal resources of the Group, the cash resources of the Company would be reduced upon completion of the Acquisition, while there would be no material adverse impact on the gearing of the Group as a result of the Acquisition.

– 16 –

APPENDIX II

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RECOMMENDATION

Having considered the above principal factors and reasons, we are of the opinion that the terms of the Acquisition are fair and reasonable and are in the interest of the Company and the Shareholders as a whole. We consider that the Acquisition is in the ordinary and usual course of business of the Company and the terms of the Acquisition and the Agreement are on normal commercial terms. If a general meeting of the Shareholders is to be held for the purpose of considering and, if thought fit, approving the Acquisition, we would advise the Independent Board Committee to recommend the Independent Shareholders, as well as the Independent Shareholders, to vote in favour of the ordinary resolution(s) in respect of approving the Acquisition.

Yours faithfully, For and on behalf of Hantec Capital Limited Kinson Li Director

– 17 –

APPENDIX III

PROPERTY VALUATION

The following is the text of a letter, summary of valuation and valuation certificate, received from RHL, an independent property valuer, prepared for the purpose of incorporation into this circular in connection with its valuation of the Property as at 30th September, 2007.

Surveying Practices – Corporate Valuation and Property Consultancy License No.: C-015672

==> picture [68 x 34] intentionally omitted <==

15th November, 2007

The Board of Directors Lippo Limited 24th Floor, Tower One Lippo Centre 89 Queensway Hong Kong

The Board of Directors Lippo China Resources Limited Room 2301, 23rd Floor Tower One Lippo Centre 89 Queensway Hong Kong

Dear Sirs,

INSTRUCTIONS

In accordance with your instructions to value the property interest held by Lippo China Resources Limited (referred to as the “Company”), a principal subsidiary of Lippo Limited (“Lippo”), and its subsidiaries (hereinafter together referred to as the “Group”), we confirm that we have carried out property inspections, made relevant enquiries and searches and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market value of a property interest in the People’s Republic of China (the “PRC”) as at 30th September, 2007 (the “date of valuation”).

This letter which forms part of our valuation report explains the basis and methodology of valuation, clarifying assumptions, valuation considerations and limiting conditions of this valuation.

– 18 –

APPENDIX III

PROPERTY VALUATION

BASIS OF VALUATION

Our valuation of the property interest represents its market value which we would define as intended to mean “the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently, and without compulsion”.

METHODS OF VALUATION

In valuing the property interest which is held by the Group for investment purpose in the PRC, the direct comparison method is adopted where comparison based on prices realised on actual sales of comparable properties is made. Comparable properties of similar size, character and location are analysed and carefully weighted against all the respective advantages and disadvantages of each property in order to arrive at a fair comparison of market value.

VALUATION ASSUMPTIONS

As the property interest is held under Land Use Right Contracts, we have assumed that the Group has free and uninterrupted rights to use the property interest for the whole of the unexpired term of their respective Land Use Right Contracts without payment of any substantial sum of taxes or expenses. We have valued the property interest on an open market basis assuming sale with vacant possession.

Our valuations have been made on the assumption that the Group sells the property interest in the open market in their existing state without the benefit of deferred term contracts, leasebacks, joint ventures, management agreements or any similar arrangements, which could serve to affect the value of the property interest.

No allowance has been made in our report for any charges, mortgages or amounts owing on the property interest valued nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the property interest is free from encumbrances, restrictions and outgoings of an onerous nature, which could affect its value.

VALUATION CONSIDERATIONS

In valuing the property interest, we have complied with all the requirements contained in Chapter 5 and Practice Note 12 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; and the HKIS Valuation Standards on Properties (First Edition 2005) published by the Hong Kong Institute of Surveyors effective from 1st January, 2005.

– 19 –

APPENDIX III

PROPERTY VALUATION

LIMITING CONDITIONS

We have relied to a considerable extent on information given by the Group, in particular, but not limited to, the sales records, tenure, planning approvals, statutory notices, easements, particulars of occupancy, floor areas and all other relevant matters.

We have not carried out detailed site measurements to verify the correctness of the site areas in respect of the property interest but have assumed that the site areas shown on the documents are correct. All documents have been used as reference only and all dimensions, measurements and areas are approximations. No on-site measurement has been taken.

We have inspected the exterior and, where possible, the interior of the property interest. However, no structural survey has been made, but in the course of our inspection, we did not note any serious defects. We are not, however, able to report whether the property interest is free of rot, infestation or any other structural defects. No tests were carried out on any of the services.

We have had no reason to doubt the truth and accuracy of the information provided to us by the Group. We have also been advised by the Group that no material factors have been omitted from the information supplied. We consider that we have been provided with sufficient information to reach an informed view, and we have no reason to suspect that any material information has been withheld.

TITLE INVESTIGATION

We have been shown copies of various title documents relating to the property interest in the PRC. However, we have not examined the original documents to verify the existing title and any material encumbrances that might be attached to the property interest or any lease amendments to the property interest in the PRC. However, we have relied considerably on the advice given by the Company’s PRC legal advisers, Shanghai Zhenxing Law Firm (�� !"#$%&' ) on the Group’s title to this property interest.

– 20 –

APPENDIX III

PROPERTY VALUATION

EXCHANGE RATE

All money amounts stated are in United States Dollars (US$).

Our valuation is summarised below and the valuation certificate is attached.

Yours faithfully, For and on behalf of RHL Appraisal Ltd.

Serena S. W. Lau Shirley Y. F. Yeung FHKIS AAPI RPS(GP) BSc MHKIS MRICS Managing Director Associate Director

Ms. Serena S. W. Lau is a Registered Professional Surveyor with over 16 years’ experience in valuation of properties in Hong Kong, the PRC and the Asia Pacific Region. Ms. Lau is an Associate of Australian Property Institute, a Fellow of The Hong Kong Institute of Surveyors as well as a registered real estate appraiser in the PRC.

Ms. Shirley Y. F. Yeung is a Chartered Surveyor with over 8 years’ experience in valuation of properties in Hong Kong, the PRC and the Asia Pacific Region. Ms. Yeung is a member of The Royal Institution of Chartered Surveyors as well as a member of the Hong Kong Institute of Surveyors.

– 21 –

APPENDIX III

PROPERTY VALUATION

SUMMARY OF VALUATION

Market value in an existing state as at 30th September, 2007 US$

Property – Property interest held for investment by the Group in the PRC

Lippo Plaza, 206,700,000 (excluding Unit 2 on Basement 1, Levels 12, 13, 15 and 16 and Carparking Spaces Nos. 15, 16, 17 and 26 on Basement 2) No. 222 Huai Hai Zhong Road, Luwan District, Shanghai, the PRC

– 22 –

APPENDIX III

PROPERTY VALUATION

VALUATION CERTIFICATE

Property interest held for investment by the Group in the PRC

Description and tenure

Property

Lippo Plaza, Lippo Plaza comprises a (excluding Unit 2 41-storey commercial on Basement 1, development, including Levels 12, 13, 15 and 3 basement levels completed 16 and Carparking in about 2000. The building Spaces Nos. 15, 16, provides a 4-storey retail podium 17 and 26 on from Basement 1, Levels 1 to 3, a Basement 2) 30-storey office tower from No. 222 Huai Hai Levels 5 to 39 (Levels 14, 24 and Zhong Road, 34 omitted, Levels 20 and 35 are Luwan District, designated for Refuge Floors Shanghai, whilst Level 4, Penthouse 1 and the PRC Penthouse 2 are designated for (the “Property”) Electrical and Mechanical Floors) and 2 basement levels on Basement 2 and 3 for carparking spaces with a total of 165 carparking spaces.

Total gross floor area of Lippo Plaza is approximately 64,194.26 sq.m. whilst the gross floor area of the Property is approximately 58,482.14 sq.m. The breakdown is as follows:

Level	Gross Floor Area
	(approx) (sq.m.)
Basement 2 & 3(a)	10,598.89
Basement 1(b)	1,654.53
Level 1–3	7,562.63
Level 4–39(b) & (c)	38,666.09
Total	58,482.14

Particulars of occupancy

Based on the tenancy schedule provided, the occupancy rate of retail portion was fully let while the office portion was approximately 92% occupied as at the date of valuation.

Portion of Level 39, comprising approximately 410.43 sq.m. is currently occupied by Shanghai Lippo Fuxing Real Estate Limited as office.

A majority of the Property has been let to various tenants for terms of 2 years.

As per the information provided, the monthly rent receivable was approximately US$1,000,870, excluding management fees, service charges and carparking income as at the date of valuation.

Market value in existing state as at 30th September, 2007 US$

206,700,000

Notes:

• (a) Carparking Spaces Nos. 15, 16, 17 and 26 on Basement 2 have been sold and excluded.

• (b) Unit 2 on Basement 1, Levels 12, 13, 15 and 16 have been sold and excluded from valuation.

• (c) Levels 14, 24 & 34 omitted.

The land use rights of the Property were granted for a term of 50 years commencing from 2nd July, 1994 and expiring on 1st July, 2044 for composite use.

– 23 –

APPENDIX III

PROPERTY VALUATION

Notes:

1. The land use rights of the Property were granted for a term of 50 years commencing from 2nd July, 1994 and expiring on 1st July, 2044 for composite uses.

2. Pursuant to the Shanghai Certificate of Real Estate Ownership – No. (1999) 005583 dated 24th November, 1999, the Property is held by Shanghai Lippo Fuxing Real Estate Limited. The land use rights of the property were granted for a term of 50 years commencing from 2nd July, 1994 and expiring on 1st July, 2044 for composite use.

3. According to the Certificate of Registration of Real Estate of Shanghai Municipality dated 24th October, 2007 issued by Shanghai Municipality Registrar of Real Estate, the Property is subject to a mortgage in favour of Agricultural Bank of China, Shanghai Branch for an amount of RMB393,000,000 for a term of 10 years commencing from 29th October, 2007 to 28th October, 2017.

4. We have been provided with a legal opinion regarding the property interest by the Company’s PRC legal advisers, which contains, inter alia, the following:

5. i. The Property and its land use rights are legally held by Shanghai Lippo Fuxing Real Estate Limited and its interest is legal, valid and protected by law.

6. ii. The Property can be occupied and freely transferred, mortgaged or leased by Shanghai Lippo Fuxing Real Estate Limited.

7. iii. The Property was currently used for leasing purposes.

8. iv. With reference to the Certificate of Registration of Real Estate of Shanghai Municipality No. � 200703005658 dated 24th October, 2007 issued by Shanghai Municipality Registrar of Real Estate, the Property is subject to a mortgage in favour of Agricultural Bank of China, Shanghai Branch for an amount of RMB393,000,000 for a term of 10 years commencing from 29th October, 2007 to 28th October, 2017. At the same day, the owner has obtained consent from Agricultural Bank of China, Shanghai Branch to let the Property.

9. v. Save for the aforesaid mortgage stated above, the Property was free from any encumbrance, mortgage, third party right, litigation and other legal process which will materially affect the title of the Property.

10. The status of the title and grant of major approvals in accordance with the information provided by the Group and the opinion of the Company’s legal advisers on the PRC law as at the valuation date are as follows:

Certificate of Real Estate Ownership Yes

1. Shanghai Lippo Fuxing is held as to 95 per cent. by Tecwell Limited, a non-wholly owned subsidiary of the Company prior to completion of the Acquisition (as defined in the circulars of Lippo and of the Company each dated 15th November, 2007 in which this report is reproduced) and an indirect whollyowned subsidiary of the Company after completion of the Acquisition.

– 24 –

APPENDIX IV

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement in this circular misleading.

2. DISCLOSURE OF INTERESTS

As at the Latest Practicable Date, the interests or short positions of the Directors and chief executive of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange, were as follows:

Directors’ and chief executive’s interests and short positions in shares and underlying shares of the Company and associated corporations

(a) Interests in shares of the Company and associated corporations

					Approximate
	Personal	Family			percentage of
	interests	interests			total interests
	(held as	(interest	Other	Total	in the issued
Name of Director	beneficial owner)	of 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)

– 25 –

APPENDIX IV

GENERAL INFORMATION

					Approximate
	Personal	Family			percentage of
	interests	interests			total interests
	(held as	(interest	Other	Total	in the issued
Name of Director	beneficial owner)	of spouse)	interests	interests	share capital
Number of ordinary	shares
of HK$0.10 each in Lippo
Mochtar Riady	–	–	248,697,776	248,697,776	57.34
			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 (“HKC”)
Mochtar Riady	–	–	692,262,956	692,262,956	51.4
			Notes (i), (ii)
			and (iii)
James Riady	–	–	692,262,956	692,262,956	51.4
			Notes (i), (ii)
			and (iii)
Stephen Riady	–	–	692,262,956	692,262,956	51.4
			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 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, a minor child of Mr. Stephen Riady. Dr. Mochtar Riady, as the founder and beneficiary of the trust, and Messrs. James Riady and Stephen Riady (together with his minor child), as beneficiaries of the trust, were taken to be interested in Lippo Cayman under the SFO.

– 26 –

APPENDIX IV

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, Lippo was indirectly interested in an aggregate of 692,262,956 ordinary shares of HK$1.00 each in, representing approximately 51.4 per cent. of, the issued share capital of HKC.

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 his minor child), 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
				of interest
			Number of	in the issued
Name of associated corporation	Class of shares	shares interested		share capital
Abital Trading Pte. Limited	Ordinary shares		2	100
AcrossAsia Limited	Ordinary shares		3,669,576,788	72.45
			(Note a)
Actfield Limited	Ordinary shares		1	100
Boudry Limited	Ordinary shares		1,000	100
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 Limited	Ordinary shares		1	100
Grand Peak Investment Limited	Ordinary shares		2	100
Grandform Limited	Ordinary shares		1	100
Grandhill Asia Limited	Ordinary shares		1	100
Honix Holdings Limited	Ordinary shares		1	100
Huge Returns Limited	Ordinary shares		1	100
J & S Company Limited	Ordinary shares		1	100
Lippo Assets (International) Limited	Ordinary shares		1,000,000	100
	Non-voting deferred		15,000,000	100
	shares

– 27 –

APPENDIX IV

GENERAL INFORMATION

				Approximate
				percentage
				of interest
			Number of	in the issued
Name of associated corporation	Class of shares	shares interested		share capital
Lippo Capital Limited	Ordinary shares		705,690,000	100
Lippo Energy Company N.V.	Ordinary shares		6,000	100
Lippo Energy Holding Limited	Ordinary shares		1	100
Lippo Finance Limited	Ordinary shares		6,176,470	82.35
Lippo Holding America Inc.	Ordinary shares		1	100
Lippo Holding Company Limited	Ordinary shares		2,500,000	100
	Non-voting deferred		7,500,000	100
	shares
Lippo Holdings Inc.	Ordinary shares		1	100
Lippo Investments Limited	Ordinary shares		2	100
Lippo Realty Limited	Ordinary shares		2	100
Lippo Strategic Holdings Inc.	Ordinary shares		1	100
Multi-World Builders & Development	Ordinary shares		4,080	51
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”)
Times Grand Limited	Ordinary shares		1	100
Valencia Development Limited	Ordinary shares		800,000	100
	Non-voting deferred		200,000	100
	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.

– 28 –

APPENDIX IV

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 (together with his minor child). Dr. Mochtar Riady did not have any interests in the share capital of Lanius but the shareholders of Lanius were accustomed to act in accordance with his instructions.

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

(b) Interests in underlying shares of the Company and associated corporations

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

All the interests stated above represent long positions. Save as disclosed herein, as at the Latest Practicable Date, to the knowledge of the Company:

• (1) none of the Directors or chief executive of the Company had or was deemed to have any interests or short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) (a) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests 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.

– 29 –

APPENDIX IV

GENERAL INFORMATION

3. INTERESTS AND SHORT POSITIONS OF SHAREHOLDERS

So far as is known to the Directors or chief executive of the Company, as at the Latest Practicable Date, the persons (other than the Directors or chief executive of the Company) who had interests or short positions in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO or who were, directly or indirectly, interested in 10 per cent. or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other members of the Group are as follows:

(i) The Company

		Approximate
		percentage
		of the issued
Name	No. of 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
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 are disclosed in the above section headed “Directors’ and chief executive’s interests and short positions in shares and underlying shares of the Company and associated corporations”.

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

– 30 –

APPENDIX IV

GENERAL INFORMATION

(ii) Zhuhai Chung Po House Property Development Company Limited

		Approximate
	Amount of paid up	percentage of
Name	registered capital	development right
Chung Po Investment and	RMB150,000,000	77.15
Development Company
Limited (“CPID”)
�� !"#$%&'()*	Nil	22.85
(Guangdong Gongbei CTS
Group Co., Ltd.)

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

(iii) Jeremiah Holdings Limited (“Jeremiah”)

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

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

(iv) 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 (iv): See also (iii) above in respect of the substantial shareholders of Jeremiah.

– 31 –

APPENDIX IV

GENERAL INFORMATION

(v) LCR Catering Services Limited

	No. of ordinary shares
Name	of HK$1.00 each	Percentage
All Around Limited	8,100,000	90
(“All Around”)

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

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

Save as disclosed 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 any service contract with the Company or any other member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

5. COMPETING INTERESTS OF DIRECTORS AND ASSOCIATES

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

6. DIRECTORS’ INTERESTS IN ASSETS/CONTRACTS AND OTHER INTERESTS

None of the Directors was materially interested in any contract or arrangement entered into by any member of the Group subsisting at the Latest Practicable Date which was significant in relation to the business of the Group.

– 32 –

APPENDIX IV

GENERAL INFORMATION

As at the Latest Practicable Date, the followings were particulars of assets acquired or disposed of by or leased to members of the Group since 31st December, 2006, being the date to which the latest published audited consolidated financial statements of the Company were made up, in which any Director had a direct or indirect interest:

• (i) On 18th September, 2006, a tenancy agreement was entered into between Porbandar Limited (“Porbandar”), a wholly-owned subsidiary of the Company, and Hongkong Chinese Limited (“HKC”), a fellow subsidiary of the Company, pursuant to which HKC agreed to lease from Porbandar Room 4301, 43rd Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong with a gross floor area of approximately 4,879 square feet for a period of two years from 16th September, 2006 at a monthly rental of HK$163,446.50, exclusive of rates, service charges and all other outgoings. The lease arrangement constitutes a continuing connected transaction for the Company under the Listing Rules.

• (ii) On 29th January, 2007, a tenancy agreement was entered into between Lippo and Superform Investment Limited (“Superform”), a wholly-owned subsidiary of the Company, pursuant to which Lippo agreed to lease from Superform portion of 24th Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong with a gross floor area of approximately 11,028 square feet for a period of two years from 1st January, 2007 at a monthly rental of HK$375,100, exclusive of rates, service charges and all other outgoings. The lease arrangement constitutes a continuing connected transaction for the Company under the Listing Rules.

• (iii) On 29th January, 2007, a tenancy agreement was entered into between Prime Power Investment Limited (“Prime Power”), a wholly-owned subsidiary of the Company, and Lippo Securities Holdings Limited (“Lippo Securities”), a wholly-owned subsidiary of HKC, pursuant to which Lippo Securities agreed to lease from Prime Power Rooms 2302–2306, 23rd Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong with a gross floor area of approximately 12,038 square feet for a period of two years from 18th January, 2007 at a monthly rental of HK$385,216, exclusive of rates, service charges and all other outgoings. The lease arrangement constitutes a continuing connected transaction for the Company under the Listing Rules.

HKC is a subsidiary of Lippo which in turn is a subsidiary of Lippo Cayman Limited (“Lippo Cayman”). Lippo Cayman is wholly owned by Lanius Limited, the trustee of a trust, the beneficiaries of which include Dr. Mochtar Riady, Messrs. James Riady and Stephen Riady and their respective family members.

Save as disclosed herein, as at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which had been acquired or disposed of by or leased to any member of the Group or were proposed to be acquired or disposed of by or leased to any member of the Group since 31st December, 2006, being the date to which the latest published audited consolidated financial statements of the Company were made up.

– 33 –

APPENDIX IV

GENERAL INFORMATION

7. LITIGATION

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

8. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, there was no material adverse change in the financial or trading position of the Company since 31st December, 2006, being the date to which the latest published audited consolidated financial statements of the Company were made up.

9. EXPERTS

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

Name

Qualification

Hantec

Licensed corporation under the SFO for types 1 (dealing in securities) and 6 (advising on corporate finance) regulated activities (as defined in the SFO)

RHL

Chartered Surveyors

• (b) As at the Latest Practicable Date, none of Hantec and RHL had any shareholding in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group, nor did they have any interest, direct or indirect, in any assets which had, since 31st December, 2006, being the date to which the latest published audited consolidated financial statements of the Company were made up, been acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

• (c) Each of Hantec and RHL has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of their letters and references to their names in the form and context in which they appear.

10. 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.

– 34 –

APPENDIX IV

GENERAL INFORMATION

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

• (c) The registered office of the Company is 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, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours at the registered office of the Company which is situate at Room 2301, 23rd Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong for a period of 14 days from the date of this circular:

• (a) the Agreement;

• (b) the letter from the Independent Financial Adviser as set out in Appendix II to this circular;

• (c) the valuation report issued by RHL in respect of the Property as set out in Appendix III to this circular;

• (d) the written consent from each of Hantec and RHL as referred to in the section headed “Experts” in this Appendix;

• (e) the letter from the Independent Board Committee, the text of which is set out in Appendix I to this circular; and

• (f) the tenancy agreements as referred to in the section headed “Directors’ Interests in Assets/Contracts and Other Interests” in this Appendix.

12. LANGUAGE

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

– 35 –