Asiasec Properties Limited — Proxy Solicitation & Information Statement 2007

Jul 6, 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.

LIPPO CHINA RESOURCES LIMITED 力寶華潤有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 156)

DISCLOSEABLE TRANSACTIONS

DISPOSAL OF STRATA INTEREST IN 79 ANSON ROAD IN SINGAPORE

ACQUISITION OF A PROPERTY IN SINGAPORE

9th July, 2007

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
The Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
The Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Information on the Company, Lippo and HKC . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Listing Rules implications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Appendix – General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

DEFINITIONS

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

20th June, 2007, being the date on which Lippo Project was accepted as the nominee to purchase the Aura Park Property pursuant to the Conditions of Tender;

“Acceptance Date” 20th June, 2007, being the date on which Lippo Project was accepted as the nominee to purchase the Aura Park Property pursuant to the Conditions of Tender; “Acquisition” the acquisition of the Aura Park Property; “Anson Road Agreement” the sale and purchase agreement dated 15th June, 2007 between (1) Harvest Day and UPM, as the Anson Road Vendors, and (2) Maximilian Realty Pte Ltd, as the Anson Road Purchaser, in respect of the Disposal; “Anson Road Building” the building located at 79 Anson Road, Singapore; “Anson Road Completion” completion of the Disposal; “Anson Road Completion Date” 28th June, 2007; “Anson Road Properties” a total of twenty two strata lots located on levels 1, 5 to 15 of the Anson Road Building owned by the Subsidiaries;

“Anson Road Purchaser”	Maximilian Realty Pte Ltd, a company incorporated
	in Singapore;
“Anson Road Vendors”	together, Harvest Day and UPM;
“Argyle”	Argyle Street Management Limited;
“ASM”	ASM Asia Recovery (Master) Fund;
“associates”	has the meaning ascribed to it under the Listing Rules;
“Aura Park Completion Date”	the date which is three months immediately after the
	Acceptance Date, or the Aura Park Sale Approval,
	whichever is later;
“Aura Park Project”	the residential development project on the Aura Park
	Property;
“Aura Park Property”	the units in No. 53 Holland Road, Aura Park,
	Singapore, the common property in Strata Title Plan
	No. 1321, and the land thereon being Lot 2326X,
	Mukim 2, located in Singapore with a site area of
	approximately 3,318.9 square metres;

1

DEFINITIONS

• “Aura Park Purchase Price”

an amount of S$55,500,000 (equivalent to approximately HK$283,383,000), being the consideration payable for the Aura Park Property in accordance with the Conditions of Tender;

• “Aura Park Sale Approval”

the later of (a) three months after an order has been made by the Strata Titles Board for the sale of the Aura Park Property pursuant to the Land Titles (Strata) Act (if required), or (b) in the event the Aura Park Vendors’ solicitors confirm in writing that an order of the Strata Titles Board is no longer required, three months from the date of receipt by Lippo Project of such confirmation;

• “Aura Park Vendors”

the registered proprietors of not less than 80 per cent. of the units who have agreed in writing to sell their units, and in the event that an order for the sale of the Aura Park Property is made by the Strata Titles Board, “Aura Park Vendors” shall mean all the registered proprietors of all units after such order has been made;

• “Business Day”

• a day (other than a Saturday, Sunday or gazetted public holiday) on which commercial banks are open for business in Singapore;

• “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 Stock Exchange and an approximate 71.13 per cent. subsidiary of Lippo;

• “Conditions of Tender” the conditions of tender and sale issued by the Aura Park Vendors in connection with the offer for sale of the Aura Park Property;

• “connected person(s)” has the meaning ascribed to it under the Listing Rules;

• “Director(s)” director(s) of the Company;

• “Disposal”

• the disposal of the entire issued and paid up share capital of GHL pursuant to the Anson Road Agreement together with the novation of the Shareholders’ Loans to the Anson Road Purchaser;

2

DEFINITIONS

“GHL”	Grandbury Holdings Limited, a company incorporated
	in the British Virgin Islands with limited liability and
	its voting share capital was held as to 90.5 per cent.
	by UPM and 9.5 per cent. by Harvest Day before the
	Anson Road Completion;
“Group”	LCR and its subsidiaries;
“Harvest Day”	Harvest Day Group Limited, a company incorporated
	in the British Virgin Islands with limited liability and
	a subsidiary of ASM;
“HKC”	Hongkong Chinese Limited (香港華人有限公司*), a
	company incorporated in Bermuda with limited
	liability, the shares of which are listed on the Stock
	Exchange and an approximate 72.26 per cent.
	subsidiary of the Company;
“HKC Director(s)”	director(s) of HKC;
“HKC Group”	HKC and its subsidiaries;
“HKC Property”	HKC Property Investment Holdings Limited, a
	company incorporated in the British Virgin Islands
	with limited liability and a wholly-owned subsidiary
	of HKC;
“HKC Shareholder(s)”	shareholder(s) of HKC;
“Hong Kong”	the Hong Kong Special Administrative Region of the
	PRC;
“Land Titles (Strata) Act”	the Land Titles (Strata) Act (Cap. 158) of the laws of
	Singapore;
“Latest Practicable Date”	5th July, 2007, 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 whose shares are
	listed on the Stock Exchange;
“Lippo Director(s)”	director(s) of Lippo;

• For identification purpose only

3

DEFINITIONS

“Lippo Project”	Lippo Project Pte. Limited, a company incorporated
	in Singapore with limited liability and an indirect
	wholly-owned subsidiary of HKC;
“Lippo Shareholder(s)”	shareholder(s) of Lippo;
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange;
“Memorandum”	the legally binding memorandum of understanding
	dated 27th January, 2006 entered into between HKC
	Property and ASM;
“Model Code”	the Model Code for Securities Transactions by Directors
	of Listed Issuers under the Listing Rules;
“PRC”	the People’s Republic of China;
“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 share capital
	of the Company;
“Shareholder(s)”	holders of the Shares;
“Shareholders’ Loans”	the two shareholders’ loans in the aggregate sum of
	approximately S$35,609,000 (equivalent to
	approximately HK$181,285,000) comprising loans
	amount of approximately S$28,495,000 (equivalent to
	approximately HK$145,068,000) and S$7,114,000
	(equivalent to approximately HK$36,217,000) advanced
	by UPM and Harvest Day to GHL respectively;
“Singapore”	the Republic of Singapore;
“Strata Titles Board”	a strata titles board constituted under the Building
	Maintenance and Strata Management Act 2004 (Act 47
	of 2004) of Singapore;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Subsidiaries”	a total of eleven wholly-owned subsidiaries of GHL,
	being the owners of the Anson Road Properties;
“Tender”	the tender offer submitted by the HKC Group for the
	en-bloc purchase of the Aura Park Property;

4

DEFINITIONS

“Tender Fee” S$350,000 (equivalent to approximately HK$1,787,000); “UPM” UPM Ltd., a company incorporated in the British Virgin Islands with limited liability and a whollyowned subsidiary of HKC Property; “HK$” Hong Kong dollar, the lawful currency of Hong Kong; “MOP” Macau pataca, the lawful currency of the Macao Special Administrative Region of the PRC; “RMB” Renminbi, the lawful currency of the PRC; “S$” Singapore dollar, the lawful currency of Singapore; and “US$” United States dollar, the lawful currency of the United States of America.

Note:

• (i) For use in this circular in respect of the Disposal and for illustration purposes only, conversion of S$ into HK$ is based on the approximate exchange rate of HK$5.091 to S$1 as at 14th June, 2007. No representation or assurance is made or given that any amount in HK$ or S$ could be converted at such rate or any other rates.

• (ii) For use in this circular in respect of the Acquisition and for illustration purposes only, conversion of S$ into HK$ is based on the approximate exchange rate of HK$5.106 to S$1 as at 20th June, 2007. No representation or assurance is made or given that any amount in HK$ or S$ could be converted at such rate or any other rates.

5

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

9th July, 2007

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTIONS

DISPOSAL OF STRATA INTEREST IN 79 ANSON ROAD IN SINGAPORE

ACQUISITION OF A PROPERTY IN SINGAPORE

INTRODUCTION

Reference is made to the joint announcement of the Company, Lippo and HKC dated 15th June, 2007 announcing that on that date, UPM and Harvest Day, as the Anson Road Vendors, entered into a sale and purchase agreement with Maximilian Realty Pte Ltd, as the Anson Road Purchaser, in relation to the sale by the Anson Road Vendors to the Anson Road Purchaser, of their entire equity interests in the joint venture company,

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LETTER FROM THE BOARD

GHL, together with the novation, to the Anson Road Purchaser, of all amounts outstanding under the Shareholders’ Loans made by the Anson Road Vendors to GHL.

Reference is also made to the joint announcement of the Company, Lippo and HKC dated 21st June, 2007, the Tender for the collective sale of the Aura Park Property for S$55,500,000 (equivalent to approximately HK$283,383,000) was formally accepted by the Aura Park Vendors. Lippo Project, an indirect wholly-owned subsidiary of HKC, was nominated as the purchaser of the Aura Park Property on 20th June, 2007 pursuant to the Conditions of Tender.

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

THE DISPOSAL

On 15th June, 2007, UPM and Harvest Day, as the Anson Road Vendors, entered into a sale and purchase agreement with Maximilian Realty Pte Ltd, as the Anson Road Purchaser, in relation to the sale by the Anson Road Vendors to the Anson Road Purchaser, of their entire equity interests in the joint venture company, GHL, together with the novation, to the Anson Road Purchaser, of all amounts outstanding under the Shareholders’ Loans made by the Anson Road Vendors to GHL.

UPM is wholly owned by HKC Property which in turn is a wholly-owned subsidiary of HKC and Harvest Day is a subsidiary of ASM. GHL was a joint venture company established by HKC Property and ASM for the purposes of being the holding company of the Subsidiaries. The voting share capital of GHL was held as to 90.5 per cent. and 9.5 per cent. by UPM and Harvest Day respectively prior to the Anson Road Completion. Harvest Day was also holder of all the issued preference shares in GHL which did not carry any voting rights in GHL. The Subsidiaries are the owners of twenty two strata lots in the Anson Road Building. The aggregate consideration for the Disposal was S$149,000,000 (equivalent to approximately HK$758,559,000).

Reference is made to the joint announcement of the Company, Lippo and HKC dated 10th February, 2006 pursuant to which it was announced that on 18th January, 2006, the Subsidiaries entered into a total of twenty two sale and purchase agreements with the respective twenty two vendors of the Anson Road Properties. It was further announced that on 27th January, 2006, HKC Property and ASM entered into the Memorandum in relation to (i) the setting up of GHL and the Subsidiaries and (ii) certain rights between the parties as shareholders of GHL being the joint venture company. Upon the Anson Road Completion, the Memorandum automatically terminated.

Further terms and conditions of the Anson Road Agreement are stated in the section of this circular headed “Terms of the Anson Road Agreement” below.

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LETTER FROM THE BOARD

Details of the Anson Road Building and the Anson Road Properties

The Anson Road Building is a freehold commercial office building situated within the Central Business District of Singapore with a total strata area of approximately 19,415 square metres. The Anson Road Properties owned by the Subsidiaries comprises a total strata area of approximately 10,909 square metres and a current total lettable area of approximately 10,291 square metres based on the current leasing configuration. The Anson Road Properties represent approximately 56.19 per cent. of the total strata area of the Anson Road Building.

The sale price for the Disposal was agreed at after arm’s length negotiation between the parties and by reference to market information such as recent transaction records of comparable properties in the vicinity, information from market practitioners and analysts obtained by HKC on an informal basis.

Terms of the Anson Road Agreement

Date:	15th June, 2007
Parties:	(1) the Anson Road Vendors and (2) the Anson Road Purchaser
Transaction:	the sale by Harvest Day and UPM, as the Anson Road Vendors, as
	legal and beneficial owners, to the Anson Road Purchaser, the
	entire issued and paid up share capital of GHL, together with the
	novation, to the Anson Road Purchaser, of all amounts outstanding
	under the Shareholders’ Loans
Consideration:	The consideration paid by the Anson Road Purchaser for the entire
	equity interest in GHL and the Shareholders’ Loans was
	S$149,000,000 (equivalent to approximately HK$758,559,000), of
	which S$14,800,000 (equivalent to approximately HK$75,347,000)
	was paid by the Anson Road Purchaser on the third Business Day
	after the signing of the Anson Road Agreement, as a refundable
	deposit (save as a result of any wilful default on the part of the
	Anson Road Purchaser), to the Anson Road Vendors and was held
	by the Anson Road Vendors’ solicitors as stakeholders. Such
	deposit had been used to offset against the consideration on the
	Anson Road Completion.

The balance amount of S$134,200,000 (equivalent to approximately HK$683,212,000) was paid on the Anson Road Completion.

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LETTER FROM THE BOARD

The consideration was determined after arm’s length negotiation between the parties. The Directors, the Lippo Directors and the HKC Directors consider that the Anson Road Agreement was on normal commercial terms and that the consideration price was fair and reasonable so far as the Shareholders, the Lippo Shareholders and the HKC Shareholders were concerned.

Conditions: Completion of the Anson Road Agreement was conditional upon satisfaction or waiver in writing of the following conditions on or prior to the Anson Road Completion Date:

• (i) the conduct of a property survey on the Anson Road Properties and the results of such property survey being reasonably satisfactory to the Anson Road Purchaser, provided always that any insignificant encroachment onto neighboring areas or onto the Anson Road Properties by neighboring areas did not render the results of such property survey unsatisfactory to the Anson Road Purchaser. Whether an encroachment was insignificant or not was discussed and mutually agreed upon by the parties;

• (ii) save as disclosed, title to the Anson Road Properties were free from all encumbrances;

• (iii) receipt of satisfactory replies to the usual legal requisitions from the relevant authorities with respect to the Anson Road Properties;

• (iv) there being no compulsory acquisition or notice of intended acquisition by the government or any relevant authority affecting any or any part of the Anson Road Properties;

• (v) there being no breach of any of the warranties and the warranties remaining true and not misleading in any material respect;

• (vi) none of the following having occurred (i) resolution passed or court order made for the winding up of GHL, any of the Subsidiaries, or the Anson Road Vendors, (ii) the appointment of a liquidator, receiver or judicial manager in respect of GHL or the Anson Road Vendors or all or any assets of GHL or the Anson Road Vendors, (iii) the entry by GHL or the Anson Road Vendors into any arrangement or composition for the benefit of its creditors, (iv) GHL or the Anson Road Vendors being unable to pay its debts as and when they fall due, (v) cessation of business by GHL or the

9

LETTER FROM THE BOARD

Anson Road Vendors, or (vi) any distress, attachment or other legal process levied, enforced or sued out on or against the Anson Road Properties;

• (vii) the Anson Road Vendors having received all corporate approvals and authorisation necessary for the entry into and the performance of its obligations under the Anson Road Agreement and the transactions contemplated thereunder; and

• (viii) the absence of the occurrence any event which had a material adverse effect on the business, affairs, assets, liabilities, results of operations, condition or prospects of GHL and the Subsidiaries.

The sale proceeds have been applied towards the repayment of a bank loan in the amount of S$66,500,000 (equivalent to approximately HK$338,552,000) secured by the Anson Road Properties and the remaining proceeds received by UPM will be used as working capital. The Group shall continue to seek for opportunities in long term property projects in the region. Income has been generated by the Anson Road Properties since the acquisition of the Anson Road Properties in April 2006. The audited consolidated net profit before and after tax of GHL for the period ended 31st December, 2006 was S$31,989,000 (equivalent to approximately HK$162,856,000) and S$26,027,000 (equivalent to approximately HK$132,503,000), respectively. By reference to the consolidated financial statements of GHL for the period ended 31st December, 2006, it is estimated that the Disposal would result in a net gain after minority interests of approximately HK$61 million for the Group. The audited book value of GHL was S$26,029,000 (equivalent to approximately HK$132,514,000) as at 31st December, 2006. Upon the Anson Road Completion, GHL ceased to be a subsidiary of the Group.

Information on the Anson Road Vendors and the Anson Road Purchaser

GHL’s principal business is investment holding and its voting share capital was owned as to 90.5 per cent. and 9.5 per cent. by UPM and Harvest Day respectively prior to the Anson Road Completion. Harvest Day was also holder of all the issued preference shares in GHL but such preference shares did not carry any voting rights in GHL. UPM is a wholly-owned subsidiary of HKC Property. Harvest Day is a subsidiary of ASM which is a fund incorporated in February 2003 for the principal purpose of investing in Asian distressed assets (ex-Japan) and is managed by Argyle. The Group currently has less than 0.5 per cent. interest in ASM, while ASM and another fund managed by Argyle, have an interest of approximately 0.65 per cent., 6.94 per cent. and 0.84 per cent. in the Company, Lippo and HKC respectively. Save as aforesaid, ASM, Argyle and its ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons.

10

LETTER FROM THE BOARD

The principal business activity of the Anson Road Purchaser is property investment and to act as the new holding company of GHL upon completion of the Disposal. To the best of the knowledge, information and belief of the Directors and having made reasonable enquiry, the Anson Road Purchaser and its ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons.

Reasons for and benefits of the Disposal

The original intention of the Group’s investment in the Anson Road Properties was for long term investment purposes. However, the Directors, the Lippo Directors and the HKC Directors consider that given the increase in Singapore property values, the Disposal would enable the Group to capture the opportunity to realize its gain from investment in the Anson Road Properties. The sale proceeds would provide additional working capital to the Group.

Accordingly, the Directors are of the view that the terms of the Dispoal are fair and reasonable, are on arms length basis and are in the interest of the Company and the Shareholders as a whole.

Financial effects of the Disposal

It is estimated that the Disposal would result in a net profit after minority interest of approximately HK$61 million for the Group and such net profit would be accounted for in the books of the Group for the financial year ending 31st December, 2007. The non-current assets, current liabilities and non-current liabilities of the Group would decrease by approximately HK$667 million, HK$10 million and HK$369 million, respectively and the current assets of the Group would increase by approximately HK$311 million as a consequence of the Disposal.

THE ACQUISITION

The Tender for the collective sale of the Aura Park Property for S$55,500,000 (equivalent to approximately HK$283,383,000) was formally accepted by the Aura Park Vendors. Lippo Project, an indirect wholly-owned subsidiary of HKC, was nominated as the purchaser of the Aura Park Property on 20th June, 2007 pursuant to the Conditions of Tender. The Tender consideration was arrived at after taking into consideration the potential development value, location of the Aura Park Property and the recent transacted prices for properties in the vicinity. The Tender process was open to the public.

The Tender and the Acquisition

The Aura Park Property comprises a development known as No.53 Holland Road, Aura Park, Singapore with a site area of approximately 3,318.9 square metres. The Tender is subject to the Conditions of Tender.

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LETTER FROM THE BOARD

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

Effective date: the Acceptance Date

Subject matter: the development known as No.53 Holland Road, Aura Park, Singapore, the common property in Strata Title Plan No. 1321 and the land thereon being Lot 2326X, Mukim 2, with a site area of approximately 3,318.9 square metres

• Aura Park Purchase Price:

S$55,500,000 (equivalent to approximately HK$283,383,000)

Payment:

The entire amount of the Aura Park Purchase Price is required to be paid by cashier’s order or banker’s draft drawn on a bank in Singapore in accordance with the following timetable:

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

2. 10 per cent. of the Aura Park Purchase Price (less the Tender Fee) which was paid within one week of the Acceptance Date; and

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

It is currently intended that the Aura Park Purchase Price will be funded partly by internal resources and partly by external financings including bank borrowings. The terms of such bank borrowings have not yet been finalised, and these terms will be finalised as soon as practicable.

• Use of the Aura Park Property:

• residential purposes

Tenure: estate in fee simple

Information on the Aura Park Property and the Aura Park Project

The Aura Park Property comprises the units in No.53 Holland Road, Aura Park, Singapore, the common property in Strata Title Plan No.1321 and the land thereon being Lot 2326X, Mukim 2, with a site area of approximately 3,318.9 square metres. The permitted use of the site is for residential purposes. The site currently has a maximum gross plot ratio of 1.4.

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LETTER FROM THE BOARD

It is currently intended that the Aura Park Property will be redeveloped into high class residential apartments comprising approximately 24 units.

The Tender is subject to the Conditions of Tender, which provide that the Acquisition is conditional upon an order for the sale of the Aura Park Property being granted by the Strata Titles Board within 12 months from the date of application for such order by the Aura Park Vendors in the event there are minority owners who object to the collective sale. The Acquisition is also conditional on Lippo Project obtaining the approval of the relevant authorities in Singapore for the purchase of the Aura Park Property on or before the Aura Park Completion Date.

To the best of the knowledge, information and belief of the Directors and having made reasonable enquiry, each of the Aura Park Vendors are individual owners of their respective units in the Aura Park Property and, each of the Aura Park Vendors together with any ultimate beneficial owners of the Aura Park Property (if any), are third parties independent of the Company and its connected persons.

Reasons for and benefits of the Acquisition

The Directors, the Lippo Directors and the HKC Directors are optimistic about the residential property market in Singapore. To enhance its asset portfolio, the HKC Group wishes to acquire appropriate property interests in Singapore as the Singapore market, in particular, has been performing well in the past years.

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

Accordingly, the Directors are of the view that the terms of the Acquisition are fair and reasonable, are on an arm’s length basis and are in the interests of the Company and its Shareholders as a whole.

Financial effects of the Acquisition

The non-current assets of the Group will increase by approximately HK$283 million while the current assets of the Group will decrease by the same amount as a consequence of the Acquisition.

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

Information on Lippo Project

Lippo Project is a company incorporated and existing under the laws of Singapore with limited liability and is an indirect wholly-owned subsidiary of HKC. Its principal business activity will be property investment and development.

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LETTER FROM THE BOARD

INFORMATION ON THE COMPANY, LIPPO AND HKC

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 the Company and Lippo include investment holding, property investment and development, operation of department stores, fund management, underwriting, corporate finance, securities broking, securities investment, treasury investment, money lending, banking and other related financial services.

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

LISTING RULES IMPLICATIONS

Lippo is interested in approximately 71.13 per cent. of the issued share capital of the Company which in turn is interested in approximately 72.26 per cent. of the issued share capital of HKC. As each of the Disposal and the Acquisition respectively exceeds 5 per cent. but does not exceed 25 per cent. of one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules), therefore, the Disposal and the Acquisition constitute discloseable transactions for the Company.

FURTHER INFORMATION

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

Yours faithfully,

By Order of the Board

LIPPO CHINA RESOURCES LIMITED

Stephen Riady

Deputy Chairman, Managing Director and Chief Executive Officer

14

APPENDIX

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

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

2. DISCLOSURE OF INTERESTS

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

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

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

					Approximate
	Personal	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)

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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 HKC
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 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 child 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.

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APPENDIX

GENERAL INFORMATION

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

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

17

APPENDIX

GENERAL INFORMATION

				Approximate
				percentage
				of interest
			Number of	in the issued
Name of associated corporation	Class of shares	shares interested		share capital
Lippo Holding Company Limited	Ordinary shares		2,500,000	100
	Non-voting deferred		7,500,000	100
	shares
Lippo Investments Limited	Ordinary shares		2	100
Lippo Realty Limited	Ordinary shares		2	100
Mancefield Limited	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
Rightstar Limited	Ordinary shares		1	100
SCR Ltd.	Ordinary shares		1	100
Sinotrend Global Holdings Limited	Ordinary shares		1	100
Skyscraper Realty Limited	Ordinary shares		10	100
			(Note d)
The HCB General Investment	Ordinary shares		70,000	70
(Singapore) Pte Ltd.
(“HCB General”)
Valencia Development 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.

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,

18

APPENDIX

GENERAL INFORMATION

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 Limited, an associated corporation (within the meaning of Part XV of the SFO) of the Company.

(b) Interests in underlying shares of the Company

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

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

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

19

APPENDIX

GENERAL INFORMATION

3. INTERESTS AND SHORT POSITIONS OF SHAREHOLDERS

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

20

APPENDIX

GENERAL INFORMATION

(ii) Tecwell Limited

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

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

(iii) 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”)
廣東省拱北中旅集團有限公司	Nil	22.85
(Guangdong Gongbei CTS
Group Co., Ltd.)

Note (iii): 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.

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

21

APPENDIX

GENERAL INFORMATION

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

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

(vii) HKC

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

(viii) Four Prosperity Holdings Limited

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

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

22

APPENDIX

GENERAL INFORMATION

(ix) Goldfix Pacific Ltd.

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

(x) Rossinis Restaurant Pte. Ltd.

No. of ordinary shares

	No. of ordinary shares
Name	of S$1.00 each	Percentage
Brilliant	Leader Limited 399,999	99.99975
(“Brilliant Leader”)
Note (x):	Brilliant Leader is a wholly-owned subsidiary of HKC. See also	(vii) above in respect
	of the substantial shareholders of HKC.

(xi) 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 (xi):	HKCL Investments is a wholly-owned subsidiary of HKC. See also (vii) above in
	respect of the substantial shareholders of HKC.

(xii) 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 (xii): Winwise is a wholly-owned subsidiary of HKC. See also (vii) above in respect of the substantial shareholders of HKC.

23

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 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. LITIGATION

As at the Latest Practicable Date, 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.

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

24

APPENDIX

GENERAL INFORMATION

• (d) The transfer office of the Company is situate 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.

25