Asiasec Properties Limited — Proxy Solicitation & Information Statement 2007

Mar 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 TRANSACTION

TERMINATION OF DISCRETIONARY MANAGEMENT ARRANGEMENT AND REDEMPTION OF CELL SHARES IN FERRELL REAL ESTATE INVESTMENT FUND

5th March, 2007

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Information on Lippo, the Company, HKC and Ferrell Management . . . . . . . . .	5
Reasons for and benefits of the Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Listing Rules implications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7

DEFINITIONS

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

“associates”	has the meaning ascribed to it under the Listing Rules;
“Board”	the board of directors of the Company;
“Cell Shares”	cell shares issued in a Sub-Fund;
“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. owned subsidiary
	of Lippo;
“Director(s)”	director(s) of the Company;
“Everbest”	Everbest Pacific Ltd., a company incorporated in the
	British Virgin Islands with limited liability and wholly
	owned by HKC;
“Ferrell Management”	Ferrell Asset Management Limited, a company
	incorporated in the British Virgin Islands with limited
	liability;
“Fund”	Ferrell Premier Funds Limited, PCC, a company
	incorporated and managed by Ferrell Management in
	Mauritius and whose registered office is at 10 Frère
	Félix de Valois Street, Port Louis, Mauritius, which
	has been issued a category 1 global licence by the
	Financial Services Commission under the Financial
	Services Development Act 2001 of Mauritius;
“Group”	the Company and its subsidiaries;
“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 whose shares are beneficially owned as
	to approximately 72.26 per cent. by the Company;
“HKC Group”	HKC and its subsidiaries;

• For identification purpose only

1

DEFINITIONS

“HKCL Holdings”	HKCL Holdings Limited, a company incorporated in
	the Cayman Islands with limited liability and a wholly-
	owned subsidiary of the Company;
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China;
“Latest Practicable Date”	2nd March, 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 Group”	Lippo and its subsidiaries;
“Listing Rules” or “Rule”	the Rules Governing the Listing of Securities on the
	Stock Exchange;
“Model Code”	the Model Code for Securities Transactions by Directors
	of Listed Issuers under the Listing Rules;
“Real Estate Fund”	Ferrell Real Estate Investment Fund, being a Sub-Fund
	established on 26th July, 2004 by the Fund in Mauritius
	and is regulated by the Financial Services Commission
	of Mauritius;
“Redemption”	the redemption by Ferrell Management of 160,008 Cell
	Shares in the Real Estate Fund;
“SFO”	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong);
“Shareholders”	shareholders of the Company;
“Share(s)”	share(s) of HK$0.10 each in the capital of the Company;
“Skyscraper”	Skyscraper Realty Limited, a company incorporated
	in the British Virgin Islands with limited liability and
	a wholly-owned subsidiary of Lippo;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Sub-Fund”	any fund or cell established by the Fund for
	investment;

2

DEFINITIONS

“Sum”	a sum of S$42 million (equivalent to approximately
	HK$215 million);
“Termination”	the termination of the discretionary management
	arrangement made between Ferrell Management and
	Everbest;
“Transaction”	the Termination and the Redemption;
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong;
“MOP”	Macau pataca, the lawful currency of the Macao Special
	Administrative Region of the People’s Republic of
	China;
“RMB”	Renminbi, the lawful currency of the People’s Republic
	of China;
“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 S$ into HK$ for the Transaction is based on the approximate exchange rate of S$1 to HK$5.114 as at 7th February, 2007. No representation or assurance is made or given that any amount in S$ or HK$ could be converted at such rate or any other rates.

3

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

5th March, 2007

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION

TERMINATION OF DISCRETIONARY MANAGEMENT ARRANGEMENT AND REDEMPTION OF CELL SHARES IN FERRELL REAL ESTATE INVESTMENT FUND

INTRODUCTION

Reference is made to the joint announcement of Lippo, the Company and HKC dated 12th February, 2007. Ferrell Management, as a discretionary investment manager in respect of the Sum for and on behalf of Everbest invested the Sum to subscribe for an interest of 160,008 Cell Shares in the Real Estate Fund on 20th October, 2004, details of which were set out in the joint announcement of Lippo, the Company and HKC dated 29th October, 2004. On 8th February, 2007, Everbest gave notice to Ferrell Management to terminate the discretionary management arrangement made between Ferrell Management

4

LETTER FROM THE BOARD

and Everbest. Due to the Termination, Ferrell Management effected a redemption of 160,008 Cell Shares in the Real Estate Fund. Net proceeds of the Redemption of approximately S$92 million (equivalent to approximately HK$470 million) have been returned to the HKC Group. The non-current assets of the Group have decreased by approximately HK$269 million while the current assets of the Group have increased by approximately HK$470 million as a consequence of the Redemption. Based on the aforesaid redemption proceeds, the Redemption resulted in a net profit of approximately HK$201 million for the HKC Group.

As outlined in the joint announcement of Lippo, the Company and HKC dated 29th October, 2004, the subscription in the Real Estate Fund is subject to a lock-up period of five years from 1st November, 2004 or the date of investment of each shareholder. However, the fund manager of the Real Estate Fund has waived this requirement for the Redemption.

Everbest has not received any dividends from the Real Estate Fund since its subscription in the Real Estate Fund, with carrying value as of 31st December, 2005 amounting to approximately HK$269 million. The net profits of the Real Estate Fund for the year ended 31st December, 2005 before and after taxation and extraordinary items were approximately HK$159,397,000 and HK$159,382,000 respectively. The net profits of the Real Estate Fund for the year ended 31st December, 2004 before and after taxation and extraordinary items were approximately HK$152,814,000 and HK$152,518,000 respectively. The Redemption was completed in February 2007 and resulted in a net profit of approximately HK$201 million for the HKC Group. The HKC Group has ceased to have any interest in the Real Estate Fund.

INFORMATION ON LIPPO, THE COMPANY, HKC AND FERRELL MANAGEMENT

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

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

The principal activity of Ferrell Management is the provision of value-added investment services to investors seeking to maximize their asset value in the medium to long term.

5

LETTER FROM THE BOARD

To the best of the knowledge, information and belief of the Directors and having made reasonable enquiry, Ferrell Management, the Real Estate Fund and their ultimate beneficial owners are third parties independent of the Group and its connected persons (as defined in the Listing Rules).

REASONS FOR AND BENEFITS OF THE TRANSACTION

The Directors believe that the Transaction would enable the Company to realize the gains made pursuant to the subscription in the Real Estate Fund and the funds returned to the HKC Group after the Redemption are intended to be used for other future suitable investment opportunities. Should any new investments be identified in the future, the Company shall comply with the relevant disclosure requirements of the Listing Rules at such time.

The Directors are of the view that the terms of the Transaction are fair and reasonable, are on an arm’s length basis and are in the interests of the Group and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

HKC is beneficially owned as to approximately 72.26 per cent. by the Company which in turn is beneficially owned as to approximately 71.13 per cent. by Lippo. As the Transaction exceeds 5 per cent. but does not exceed 25 per cent. of one or more of the applicable percentage ratios (as defined in the Listing Rules) of the Company, it constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

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

6

APPENDIX

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

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

2. DISCLOSURE OF INTERESTS

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

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

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

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

7

APPENDIX

GENERAL INFORMATION

	Personal				Approximate
	interests	Family			percentage of
	(held as	interests			total interests
	beneficial	(interest of	Other	Total	in the issued
Name of Director	owner)	spouse)	interests	interests	share capital
Number of
ordinary shares
of HK$0.10 each
in Lippo
Mochtar Riady	–	–	248,697,776	248,697,776	57.34
			Note (i)
James Riady	–	–	248,697,776	248,697,776	57.34
			Note (i)
Stephen Riady	–	–	248,697,776	248,697,776	57.34
			Note (i)
John Luen Wai Lee	825,000	–	–	825,000	0.19
Number of
ordinary shares
of HK$1.00 each
in 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

8

APPENDIX

GENERAL INFORMATION

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.

• (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
		Number	of interest
Name of		of shares	in the issued
associated corporation	Class of shares	interested	share capital
Abital Trading Pte. Limited	Ordinary shares	2	100
AcrossAsia 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	Ordinary shares	1	100
Limited
Grand Peak Investment	Ordinary shares	2	100
Limited
Grandhill Asia Limited	Ordinary shares	1	100
Honix Holdings Limited	Ordinary shares	1	100
Huge Returns Limited	Ordinary shares	1	100

9

APPENDIX

GENERAL INFORMATION

			Approximate
			percentage
		Number	of interest
Name of		of shares	in the issued
associated corporation	Class of shares	interested	share capital
J & S Company Limited	Ordinary shares	1	100
Lippo Assets (International)	Ordinary shares	1,000,000	100
Limited	Non-voting	15,000,000	100
	deferred shares
Lippo Capital Limited	Ordinary shares	705,690,000	100
Lippo Energy Company N.V.	Ordinary shares	6,000	100
Lippo Energy Holding	Ordinary shares	1	100
Limited
Lippo Finance Limited	Ordinary shares	6,176,470	82.35
Lippo Holding America Inc.	Ordinary shares	1	100
Lippo Holding Company	Ordinary shares	2,500,000	100
Limited	Non-voting	7,500,000	100
	deferred shares
Lippo Investments Limited	Ordinary shares	2	100
Lippo Realty Limited	Ordinary shares	2	100
Multi-World Builders &	Ordinary shares	4,080	51
Development Corporation
Nelton Limited	Ordinary shares	10,000	100
Pointbest Limited	Ordinary shares	1	100
SCR Ltd.	Ordinary shares	1	100
Sinotrend Global Holdings	Ordinary shares	1	100
Limited
Skyscraper	Ordinary shares	10	100
		(Note d)
The HCB General Investment	Ordinary shares	70,000	70
(Singapore) Pte Ltd.
(“HCB General”)
Valencia Development	Ordinary shares	800,000	100
Limited	Non-voting	200,000	100
	deferred shares
Welux Limited	Ordinary shares	1	100

Note:

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

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

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

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

10

APPENDIX

GENERAL INFORMATION

As at the Latest Practicable Date, each of Messrs. James Riady and Stephen Riady, as beneficial owner, through their respective nominees, was interested in 5 ordinary shares of HK$1.00 each in, representing 25 per cent. of, the issued share capital of Lanius which was the registered shareholder of 10,000,000 ordinary shares of US$1.00 each in, representing 100 per cent. of, the issued share capital of Lippo Cayman. Lanius was the trustee of a discretionary trust, of which Dr. Mochtar Riady is the founder and beneficiary. The beneficiaries of the trust also include, inter alia, Messrs. James Riady and Stephen Riady and their minor children. Dr. Mochtar Riady did not have any interests in the share capital of Lanius but the shareholders of Lanius were accustomed to act in accordance with his instructions.

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

(b) Interests in underlying shares of the Company

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

• The options were granted on 23rd June, 1997 at a consideration of HK$1.00 per grantee under the Share Option Scheme for Employees adopted by the Company (the “Share Option Scheme”). Such options vested after two months from the date when the options were deemed to be granted and accepted and are exercisable from 23rd August, 1997 to 23rd June, 2007 in accordance with the rules of the Share Option Scheme to subscribe for ordinary shares of the Company at an initial exercise price of HK$5.30 per share (subject to adjustment). Pursuant to the bonus issue of new shares in the ratio of one for one in October 1997, the rights issue of new shares in July 1999 on the basis of one rights share for every one share held and the rights issue of new shares in November 2000 on the basis of one rights share for every two shares held, the holder of each option is entitled to subscribe for six ordinary Shares at an exercise price of HK$0.883 per Share (subject to adjustment). None of the options were exercised by the above Director since they were granted.

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

11

APPENDIX

GENERAL INFORMATION

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

• (1) none of the Directors or chief executive of the Company had or was deemed to have any interests or short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) (a) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which the Directors and the chief executive of the Company were taken or deemed to have under such provisions of the SFO); or (b) which were required to be entered in the register kept by the Company under Section 352 of the SFO; or (c) which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code; and

• (2) none of the Directors or chief executive of the Company nor their spouses or minor children (natural or adopted) were granted or had exercised any rights to subscribe for any equity or debt securities of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

Dr. Mochtar Riady is also a director of Lippo Cayman. Mr. Stephen Riady is also a director of Lanius, Lippo Cayman and Lippo. Save as disclosed herein, none of the Directors holds any directorship or employment in a company which has an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

3. INTERESTS AND SHORT POSITIONS OF SHAREHOLDERS

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

(i) The Company

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

12

APPENDIX

GENERAL INFORMATION

Note (i):

• (a) 6,544,696,389 ordinary Shares were held by Skyscraper 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 whollyowned 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.

(ii) Hassell Holdings Limited (“Hassell”, in members’ voluntary liquidation)

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

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

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

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

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

13

APPENDIX

GENERAL INFORMATION

(iv) Tecwell Limited

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

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

(v) Zhuhai Chung Po House Property Development Company Limited

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

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

(vi) Jeremiah Holdings Limited (“Jeremiah”)

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

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

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APPENDIX

GENERAL INFORMATION

(vii) Nine Heritage Pte Ltd

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

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

(viii) LCR Catering Services Limited

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

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

(ix) HKC

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

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

(x) Four Prosperity Holdings Limited

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

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

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APPENDIX

GENERAL INFORMATION

(xi) Goldfix Pacific Ltd.

	No. of ordinary shares	Approximate
Name	of US$0.01 each	percentage
Sinopro Limited (“Sinopro”)	600,000	80.89

Note (xi): Sinopro is a wholly-owned subsidiary of HKC. See also (ix) above in respect of the substantial shareholders of HKC.

(xii) Grandbury Holdings Limited

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

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

(xiii) Rossinis Restaurant Pte. Ltd.

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

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

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

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APPENDIX

GENERAL INFORMATION

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

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

Save as disclosed herein, as at the Latest Practicable Date, so far as was known to the Directors or chief executive of the Company, there was no person, other than a Director or chief executive of the Company, who had an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who were, directly or indirectly, interested in 10 per cent. or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group.

4. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had entered or was proposing to enter into a service contract with any member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

5. COMPETING INTERESTS OF DIRECTORS AND ASSOCIATES

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

6. LITIGATION

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

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GENERAL INFORMATION

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.

• (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.

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

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