Asiasec Properties Limited - Proxy Solicitation & Information Statement 2008

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.

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LIPPO CHINA RESOURCES LIMITED 力寶華潤有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 156)

CONNECTED TRANSACTION

TRANSFER OF RIGHTS

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

Hantec Capital Limited

15th February, 2008

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Terms of the Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Reason for the Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Information on Lippo, the Company, the Transferee and
the Transferor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Listing Rules implications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Approval by Controlling Shareholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Appendix I – Letter from the Independent Board Committee . . . . . . . . . . . . . . . .	14
Appendix II – Letter from the Independent Financial Adviser. . . . . . . . . . . . . . . .	16
Appendix III – Property valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
Appendix IV – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30

DEFINITIONS

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

“Agreement”
the agreement regarding the transfer of interest 《權益轉讓協議》entered into between the Transferor and the Transferee dated 14th December, 2007 relating to the Transfer;
“associate(s)” has the meaning ascribed to it under the Listing Rules;
“Board” board of Directors;
“Building Approvals” 該地塊全部土地的有效的房地產權証（指國有土地使用權部分）及《建設用地規劃許可証》、《建設工程規劃許可証》、《建築工程施工許可証》的原件，以証明珠海中寶可以在該地塊上按照批准的內容建設商場、住宅及其他用途共計不少於 86,742.00平方米的建築物 (Certain building and land approval certificates in relation to the Zhuhai Chung Po Project including relevant land use right certificate, original land use building permit, building construction permit, building construction commencement permit to prove that the right of Zhuhai Chung Po to build relevant shopping mall, residential and other development of not less than 86,742.00 square metres);
“China Travel (Gongbei)” 廣東省拱北口岸中國旅行社 (China Travel Service (Gongbei Port));
“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. indirect subsidiary of Lippo;
“Completion” completion of the Transfer;
“Conditions Precedent”
the conditions precedent under the Agreement as summarized in the section headed “Terms of the Agreement” opposite the column “Conditions Precedent” in the “Letter from the Board” of this circular;
“Connected Person(s)” has the meaning ascribed to it under the Listing Rules;
“Connected Transaction” has the meaning ascribed to it under the Listing Rules;

DEFINITIONS

“Controlling Shareholder” Skyscraper Realty Limited; “Directors” directors of the Company; “Escrow Letter” the escrow letter dated 14th December, 2007 from the Transferor and the Transferee to Messrs. Robertsons appointing Messrs. Robertsons to act as escrow agent for holding the consideration for the Transfer;

“Group” the Company and its subsidiaries;
“Guangdong State-owned 廣東省國有資產監督管理委員會 (State-owned Assets Assets Supervision Supervision and Administration Commission of Commission” Guangdong Province);
“Guanghong Assets Management 廣東省廣弘資產經營有限公司 (Guangdong Province Company” Guanghong Assets Management Company Limited);
“Hantec”or “Independent Hantec Capital Limited, the independent financial Financial Adviser” adviser appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the Transfer;

“Hong Kong” the Hong Kong Special Administrative Region of the PRC;

“Independent Board Committee” an independent board committee, comprising all independent non-executive Directors, formed for the purpose of advising the Independent Shareholders in respect of the Transfer;

“Independent Shareholders” the shareholders of the Company, other than the Transferor and its associates (if any) who have interest in the Transfer and are required to abstain from voting at the extraordinary general meeting of the Company (if held) to approve the Transfer;

“Joint Venture Contract” the cooperative joint venture contract entered into between China Travel (Gongbei) and the Transferee in relation to Zhuhai Chung Po dated 8th April, 1993 and as amended by supplemental contracts dated 4th December, 1996, 22nd April, 1998, 18th April, 2001 and 19th August, 2003 respectively and as amended and supplemented from time to time;

DEFINITIONS

“Latest Practicable Date”	13th February, 2008, 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;
“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 CTS Plaza located at southwestern side of the
	junction of Qiaoguang Road and Lianhua Road and
	4 Shuiwan Road, Gongbei, Xianzhou District, Zhuhai
	City, Guangdong Province, the PRC;
“RHL”	RHL Appraisal Ltd., an independent property valuer;
“SFO”	Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong);
“Shareholder(s)”	shareholder(s) of the Company;
“Shares”	ordinary shares of HK$0.10 each in the share capital
	of the Company;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“subsidiary”	has the meaning ascribed to it under the Listing Rules;
“Transfer”	the transfer of the Transferor’s Rights from the
	Transferor to the Transferee;
“Transferee”	Chung Po Investment and Development Company
	Limited香港中寶投資發展有限公司, a company
	incorporated in Hong Kong with limited liability and
	a wholly-owned subsidiary of the Company and a
	subsidiary of Lippo;
“Transferor”	廣東省拱北中旅集團有限公司(Guangdong Gongbei
	CTS Group Co., Ltd.), a company incorporated in the
	PRC;

DEFINITIONS

“Transferor’s Rights”
“Transitional Agreement”
“Zhuhai Chung Po”
“Zhuhai Chung Po Articles”
“Zhuhai Chung Po Project”
“HK$”
“RMB”
“S$”

“US$”

any and all rights and interest of the Transferor under (i) the Joint Venture Contract and the Zhuhai Chung Po Articles; and (ii) the Transitional Agreement and/or any other contracts, arrangements or documents entered into between the Transferor and Zhuhai Chung Po and/or the Transferee relating to Zhuhai Chung Po and/or the Zhuhai Chung Po Project, primarily including rights to specified portions of the Zhuhai Chung Po Project, details of which are set out in the section headed “Terms of the Agreement” opposite the column “Transferor’s Rights” in the “Letter from the Board” of this circular;

合作經營珠海中寶房產開發有限公司的力寶中旅廣場項目過渡安排協議書 (the transitional arrangements agreement relating to the Zhuhai Chung Po Project of the joint venture Zhuhai Chung Po House Property Development Co., Ltd.) dated 22nd December, 1998 entered into between the Transferor and the Transferee;
珠海中寶房產開發有限公司 (Zhuhai Chung Po House Property Development Co., Ltd.), a company incorporated in the PRC with limited liability and an indirect subsidiary of each of the Company and Lippo;
the Articles of Association of Zhuhai Chung Po, as amended;
力寶中旅廣場 (Lippo CTS Plaza), with Zhuhai Chung Po as the developer and an approved gross floor area of approximately 86,742 square metres, and located at 中國廣東省珠海市拱北水灣路 4號 (4 Shuiwan Road, Gongbei, Zhuhai City, Guangdong Province, the PRC);

Hong Kong dollar, the lawful currency of Hong Kong;

Renminbi, the lawful currency of the PRC;

Singapore dollar, the lawful currency of the Republic of Singapore; and

United States dollar, the lawful currency of the United States of America.

DEFINITIONS

Note:

For use in this circular and for illustration purposes only, conversion of RMB into HK$ is based on the approximate exchange rate of RMB1.00 to HK$1.0615. No representation is made that any amount in RMB or HK$ could be converted at such rate or any other rates.
Certain English translations of Chinese names or words used in this circular are included for information purpose only and should not be relied upon as the official translation of such Chinese names or words.

LETTER FROM THE BOARD

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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

15th February, 2008

To the Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION

TRANSFER OF RIGHTS

INTRODUCTION

The Board is pleased to announce that on 14th December, 2007, the Transferee, a wholly-owned subsidiary of the Company, entered into the Agreement with the Transferor pursuant to which the Transferor agreed to transfer to the Transferee the Transferor’s Rights in relation to the Zhuhai Chung Po Project for an aggregate consideration of RMB110 million (equivalent to approximately HK$116,765,000). Completion of the transaction is subject to the satisfaction of the Conditions Precedent which include, amongst other things, the Company having obtained relevant Independent Shareholders’ approval insofar as required by the Listing Rules.

LETTER FROM THE BOARD

Zhuhai Chung Po is a co-operative joint venture established under the laws of the PRC on 7th August, 1993 primarily for the purpose of the development of the Zhuhai Chung Po Project. China Travel (Gongbei) and the Transferee first entered into the Joint Venture Contract on 8th April, 1993 in relation to the formation of Zhuhai Chung Po and the development by Zhuhai Chung Po of the Zhuhai Chung Po Project. The Transferor subsequently replaced China Travel (Gongbei) as the joint venture party under the Joint Venture Contract in 2003 when China Travel (Gongbei) was dissolved, upon which the Transferor took over all of the rights and obligations of China Travel (Gongbei) under the Joint Venture Contract. Although the Transferor is a party to the Joint Venture Contract, it does not have any interest in Zhuhai Chung Po other than the Transferor’s Rights and as at the Latest Practicable Date, Zhuhai Chung Po was an indirect subsidiary of each of the Company and Lippo. Under the terms of the Joint Venture Contract, the Transferor is entitled to the Transferor’s Rights, which include, amongst other things, rights to specified portions of the Zhuhai Chung Po Project, representing approximately 22.85 per cent. of the gross floor area of the Zhuhai Chung Po Project. As at the Latest Practicable Date, Zhuhai Chung Po did not engage in any other business. Prior to Completion, the Transferee is, through its interest in Zhuhai Chung Po, directly or indirectly, entitled to rights to specified portions of the Zhuhai Chung Po Project, representing approximately 77.15 per cent. of the gross floor area of the Zhuhai Chung Po Project and upon Completion, the Transferee will, through its interest in Zhuhai Chung Po, directly or indirectly, be entitled to 100 per cent. of the interest and gross floor area of the Zhuhai Chung Po Project. Upon Completion, Zhuhai Chung Po will become a wholly foreign owned enterprise and a wholly-owned subsidiary of the Transferee which in turn is 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:	14th December, 2007
Parties:	The Transferee and the Transferor
Transaction:	The Transferor has agreed to transfer the Transferor’s Rights to
	the Transferee.
Consideration:	RMB110 million (equivalent to approximately HK$116,765,000) in
	cash.
	The consideration is payable by the Transferee as follows:
	(a) within 10 business days after fulfillment of the following:
	(i) signing of the Agreement; (ii) the approvals by
	Guanghong Assets Management Company and by
	Guangdong State-owned Assets Supervision Commission (or
	any higher authority, if required) of the Agreement and the
	Transfer; (iii) the signing of the Escrow Letter between the

LETTER FROM THE BOARD

escrow agent, the Transferor and the Transferee and (iv) the opening of the escrow account maintained with a bank in Hong Kong, the Transferee will pay the Hong Kong dollar equivalent of RMB20 million (equivalent to approximately HK$21,230,000) into the escrow account; and

(b) within 10 business days after fulfillment or written waiver by the Transferee of Conditions Precedent (i) and (iv) below, the Transferee will pay the Hong Kong dollar equivalent of RMB90 million (equivalent to approximately HK$95,535,000) into the escrow account.

The escrow agent will release the total amount of the consideration of RMB110 million (equivalent to approximately HK$116,765,000) in the escrow account to the Transferor within 10 business days from the satisfaction (or written waiver by the Transferee) of all of the Conditions Precedent in accordance with the Escrow Letter.

The consideration was determined after arm’s length negotiations between the parties and by reference to the value of the land injected by the Transferor, which was valued at HK$82,350,000 as at 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 Transfer is financed by the internal resources of the Group.

Transferor’s Rights:

The Transferor’s Rights primarily include, without limitation, (i) the property rights and operation management rights (房產權及經營管理權 ) to a hotel with a total gross floor area of approximately 16,419.50 square metres; (ii) the property rights and operation management rights of the majority portion of the third level of the podium; and (iii) the usage rights to 16 car parking spaces on the third floor basement carpark for an indefinite term.

Conditions Precedent: Completion of the Transfer is conditional upon, amongst other things:

(i) the approvals by Guanghong Assets Management Company and Guangdong State-owned Assets Supervision Commission (or any higher authority, if required) of the Agreement and the transactions contemplated under the Agreement; the Transfer not being subject to any legal obstacles in respect of state-owned assets administration; and the Transferee receiving certified copies of relevant approvals;

LETTER FROM THE BOARD

(ii) Zhuhai Chung Po receiving the Building Approvals;
(iii) the Transferor repaying any amounts due and owing to the Transferee and/or Zhuhai Chung Po (as the case may be);
(iv) the approval by the approval authority and (if required) filing by the Ministry of Commerce being granted in relation to the documents signed pursuant to the terms of the Agreement and the articles of Zhuhai Chung Po (being a wholly foreign owned enterprise) and the receipt by the Transferee or Zhuhai Chung Po of such approval documents;
(v) the relevant foreign exchange administrative authority in Zhuhai City completing the application for change of foreign exchange registration and granting foreign exchange registration certificate to Zhuhai Chung Po as a wholly foreign owned enterprise with the Transferee as the sole investor and the Transferor completing the foreign exchange registration in relation to the Transfer;
(vi) the completion of the change in business registration and change in status from a joint venture to a wholly owned enterprise in relation to Zhuhai Chung Po and related matters;
(vii) the Transferee or its direct or indirect holding companies having obtained all requisite approval under law or by any regulatory authority including applicable stock exchange or in accordance with its constitutional documents (including without limitation board and/or shareholders’ approval or approval by the relevant stock exchange), and the Transferor having received certified copies of such approval documents (if required) or confirmation by the Transferee; and
(viii) the Transferor or the Transferee not having breached any representations, warranties, undertaking and obligations in the Agreement.

In the event that the above Conditions Precedent are not satisfied (and/or waived by the Transferee) within 4 months from the date of the Agreement, either party may terminate the Agreement by written notice to the other party. Upon such termination, the full amount of the consideration held by the escrow account will be refunded to the Transferee within 30 days of the receipt of the notice of termination.

LETTER FROM THE BOARD

Completion: Completion of the Transfer is subject to the satisfaction of the Conditions Precedent.

Post Completion: In the event that Zhuhai Chung Po (or the wholly foreign owned enterprise) successfully claims any damages for breach of contract from 珠海卓凡實業集團有限公司 (Zhuhai Zhuofan Enterprises (Holdings) Ltd.), the existing lessee of Zhuhai Chung Po Project, it will notify the Transferor immediately and pay to the Transferor 50 per cent. of the damages claimed after deducting all relevant costs and fees incurred in relation to such claim.

REASON FOR THE TRANSFER

The Transfer will provide the Transferee and the Company with all of the economic interest in the Zhuhai Chung Po Project, including the Transferor’s Rights. In addition, as the Transfer will confer on the Transferee all of the Transferor’s rights under the Joint Venture Contract, it will enable the Transferee to have more strategic flexibility over the operation of Zhuhai Chung Po and the Zhuhai Chung Po Project.

To the best of the knowledge, information and belief of the Board, the Transferor acquired the Transferor’s Rights by contributing to Zhuhai Chung Po the land use right of the land of 13,897.94 square metres at 4 Shuiwan Road, Gongbei, Zhuhai City, Guangdong Province, the PRC in accordance with the relevant terms of the Zhuhai Chung Po Articles and the Joint Venture Contract. The land injected by the Transferor was valued at HK$82,350,000 as at 31st December, 2006. The Company has made enquiries with the Transferor in relation to the original acquisition costs of such land but the Company has been unable to obtain such information in relation to the original acquisition costs of such land from the Transferor in view of the time elapsed as the land was provided to Zhuhai Chung Po over 10 years ago. The development of the Zhuhai Chung Po Project has otherwise been funded by the Transferee, including the provision of shareholders’ loan by the Transferee to Zhuhai Chung Po.

The unaudited net asset value of Zhuhai Chung Po was approximately RMB134,627,000 (equivalent to approximately HK$142,907,000) as at 31st December, 2006. The unaudited net profit before and after tax of Zhuhai Chung Po for the financial year ended 31st December, 2006 was approximately RMB14,613,000 (equivalent to approximately HK$15,512,000). The unaudited net profit before and after tax of Zhuhai Chung Po for the financial year ended 31st December, 2005 was approximately RMB8,080,000 (equivalent to approximately HK$8,577,000).

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.

LETTER FROM THE BOARD

INFORMATION ON LIPPO, THE COMPANY, THE TRANSFEREE AND THE TRANSFEROR

The principal business activity of each of Lippo and the Company 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 Transferee is investment holding and following the Completion, the Transferee will become the holder of the Transferor’s Rights. The Transferor is mainly engaged in property investment and development in the PRC.

The principal business activity of the Transferor is holding of state-owned assets of the PRC and engaging in the travel industry business.

LISTING RULES IMPLICATIONS

As at the Latest Practicable Date, Lippo was interested in approximately 71.13 per cent. of the issued share capital of the Company, which indirectly holds 100 per cent. of the issued share capital of the Transferee. As at the Latest Practicable Date, the Transferee held approximately 77.15 per cent. of the economic interest of Zhuhai Chung Po and the Transferor held the Transferor’s Rights, representing approximately 22.85 per cent. of the economic interest of Zhuhai Chung Po. By virtue of the Transferor’s economic interest in Zhuhai Chung Po, the Transferor is regarded as a Connected Person of the Company. The Transfer therefore constitutes a Connected Transaction for the Company under the Listing Rules. As the relevant applicable percentage ratios (as defined in the Listing Rules) for the Transfer in respect of the Company exceed 2.5 per cent., the Transfer is subject to the reporting, announcement and independent shareholders’ approval requirements in accordance with Rule 14A.17 of the Listing Rules.

To the best of the knowledge, information and belief of the Board and having made all reasonable enquiries, neither the Transferor nor any of the ultimate beneficial owners of the Transferor own any shareholding in the Company as at the Latest Practicable Date. To the best of the knowledge of the Directors after making reasonable enquiries, the ultimate beneficial owners of the Transferor are third parties independent of the Company and its Connected Persons as at the Latest Practicable Date.

LETTER FROM THE BOARD

APPROVAL BY CONTROLLING SHAREHOLDER

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 does not have any interest in the Transfer which is different from the other Shareholders. Therefore, they will not be required to abstain from voting if the Company is to convene an extraordinary general meeting for the approval of the Transfer. Since the Controlling Shareholder holds sufficient votes to ensure the passing of any resolution in respect of the Transfer 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 Transfer from its Controlling Shareholder in accordance with the requirements of Rule 14A.43 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 Transfer and the said waiver was granted.

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 Transfer 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 Transfer 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 Transfer 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 are of the opinion that the Transfer and the Agreement are on normal commercial terms, are entered into 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, and the terms thereof are fair and reasonable so far as the Shareholders are concerned.

LETTER FROM THE BOARD

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

APPENDIX I LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the text of the letter to the Independent Shareholders from the Independent Board Committee prepared for the purpose of incorporation into this circular: LIPPO CHINA RESOURCES LIMITED 力寶華潤有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 156)

15th February, 2008

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION TRANSFER OF RIGHTS

We have been appointed as members of the Independent Board Committee to advise the Independent Shareholders in respect of the transfer of certain rights (the “Transfer”), 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 Transfer 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 Transfer 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 Transfer, and the Controlling Shareholder has given a written approval of the Transfer. 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 Transfer for the purpose of the Listing Rules.

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 Transfer as stated in its letter, we consider the terms of the Transfer are fair and reasonable, the Transfer and the Agreement are on normal commercial terms, are entered into 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.

Yours faithfully,

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

APPENDIX II LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

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

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Hantec Capital Limited

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

15th February, 2008

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

CONNECTED TRANSACTION TRANSFER OF RIGHTS

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 Transfer, 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 February, 2008 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 14th December, 2007, the Transferee, a wholly-owned subsidiary of the Company, entered into the Agreement with the Transferor pursuant to which the Transferor agreed to transfer to the Transferee the Transferor’s Rights in relation to the Zhuhai Chung Po Project for an aggregate consideration of RMB110 million (equivalent to approximately HK$116,765,000).

As at the Latest Practicable Date, the Company indirectly holds 100 per cent. of the issued share capital of the Transferee. As at the Latest Practicable Date, the Transferee holds approximately 77.15 per cent. of the economic interest of Zhuhai Chung Po and the Transferor holds the Transferor’s Rights, representing approximately 22.85 per cent. of the economic interest of Zhuhai Chung Po. By virtue of the Transferor’s economic interest in Zhuhai Chung Po, the Transferor is regarded as a Connected Person of the Company. The Transfer therefore constitutes a connected transaction for the Company under the Listing Rules. As the relevant applicable percentage ratios (as defined in the Listing Rules) for the Transfer in respect of the Company exceed 2.5 per cent., the Transfer is subject to the

APPENDIX II

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

reporting, announcement and independent shareholders’ approval requirements in accordance with Rule 14A.17 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 Transfer 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 Transfer.

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.

PRINCIPAL FACTORS TAKEN INTO ACCOUNT

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

1. Background of and reasons for the Transfer

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

APPENDIX II LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Prior to the Completion, Zhuhai Chung Po, a co-operative joint venture, is a subsidiary of the Company. Under the Joint Venture Contract, the Transferor is entitled to the Transferor’s Rights, which include, amongst other things, rights to specified portions of the Zhuhai Chung Po Project, representing approximately 22.85 per cent. of the gross floor area of the Zhuhai Chung Po Project. On the other hand, the Transferee is, through its interest in Zhuhai Chung Po, directly or indirectly, entitled to rights to specified portions of the Zhuhai Chung Po Project, representing approximately 77.15 per cent. of the gross floor area of the Zhuhai Chung Po Project. Upon Completion, the Transferee will, through its interest in Zhuhai Chung Po, directly or indirectly, be entitled to 100 per cent. of the interest and gross floor area of the Zhuhai Chung Po Project and Zhuhai Chung Po will become a wholly foreign owned enterprise and a wholly-owned subsidiary of the Transferee which in turn is an indirect wholly-owned subsidiary of the Company.

According to the Company, it has been the plan of Zhuhai Chung Po to construct a residential building, a 3-star hotel and a 6-level commercial podium, with a total gross floor area of approximately 86,742 square metres. Up to the Latest Practicable Date, a 4-level commercial podium with a total gross floor area of approximately 28,698 square metres has been built. The construction of the remaining portion has not yet commenced.

The Transfer will provide the Transferee and the Company with all of the economic interest in the Zhuhai Chung Po Project, including the Transferor’s Rights. Accordingly, the Transfer represented the acquisition of the remaining right of the Zhuhai Chung Po Project not held by the Group. In addition, as the Transfer will result in Zhuhai Chung Po becoming a wholly foreign owned enterprise and a wholly-owned subsidiary of the Transferee, it will enable the Transferee to have absolute control and hence more strategic flexibility over the operation of Zhuhai Chung Po and the development of the Zhuhai Chung Po Project.

Having considered that (i) the Transfer being merely an acquisition of the remaining interest in a subsidiary; (ii) the Transfer allows the Group to gain absolute control in the development of the Zhuhai Chung Po Project; and (iii) the business of Zhuhai Chung Po is in line with the principal business of the Group, we consider that the Transfer is in the ordinary course of business of the Group and in the interest of the Group and the Shareholders as a whole.

2. Consideration of the Transfer

The consideration of the Transfer is RMB110 million (equivalent to approximately HK$116,765,000) in cash. The consideration is payable by the Transferee as follows:

(a) within 10 business days after fulfillment of the following: (i) signing of the Agreement; (ii) the approvals by Guanghong Assets Management Company and by Guangdong State-owned Assets Supervision Commission (or any higher authority, if required) of the Agreement and

APPENDIX II

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

the Transfer; (iii) the signing of the Escrow Letter between the escrow agent, the Transferor and the Transferee; and (iv) the opening of the escrow account maintained with a bank in Hong Kong, the Transferee will pay the Hong Kong dollar equivalent of RMB20 million (equivalent to approximately HK$21,230,000) into the escrow account; and

(b) within 10 business days after fulfillment or written waiver by the Transferee of the relevant conditions precedent, the Transferee will pay the Hong Kong dollar equivalent of RMB90 million (equivalent to approximately HK$95,535,000) into the escrow account. The escrow agent will release the total amount of the consideration of RMB110 million (equivalent to approximately HK$116,765,000) in the escrow account to the Transferor within 10 business days from the satisfaction (or written waiver by the Transferee) of all of the Conditions Precedent in accordance with the Escrow Letter.

We consider that the above payment schedule is fair and reasonable in view that the payment is divided into stages according to the fulfillment of the relevant conditions and the installment payments will only be fully released by the escrow agent upon the satisfaction of all of the Conditions Precedent, upon when the Group should have received all the relevant approvals in relation to the Transfer.

The consideration was determined after arm’s length negotiations between the parties and by reference to the value of the land (the “Land”) injected by the Transferor, which was valued at HK$82,350,000 as at 31st December, 2006. The Board of each of Lippo and the Company, including their respective 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 respective Shareholders of Lippo and the Company were concerned. The consideration payable in respect of the Transfer is financed by the internal resources of the Group. As mentioned below, the Transferor made its contribution to Zhuhai Chung Po by injecting the Land and in return received the Transferor’s Rights and the construction of the Hotel, which is the majority portion of the Transferor’s Rights, has not yet been commenced and therefore no valuation of the Hotel is available. In view of that, we consider that it is fair and reasonable for the Company to determine the consideration of the Transfer by reference to the value of the Land.

Under the terms of the Joint Venture Contract, the Transferor made its contribution to Zhuhai Chung Po by injecting the Land and in return, it received the Transferor’s Rights. The Transferor’s Rights primarily include the property rights and operation management rights to a hotel (the “Hotel”) with a total gross floor area of approximately 16,419.50 square metres; (ii) the property rights and operation management rights of the majority portion of the third level of the podium; and (iii) the usage rights to 16 car parking spaces on the third floor basement carpark. According to the Joint Venture Contract, the Transferor is obliged to bear a minority share of the construction cost of the Hotel but can enjoy in full the property rights and operation management rights of the properties under the Transferor’s Rights

APPENDIX II

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

including the Hotel while the majority share of the construction cost is to be borne by the Transferee. In other words, the Transferor would be able to enjoy the benefit under the Transferor’s Rights before the Transfer with contributing a small amount of the relevant construction cost on top of its injection of the Land. The Transferee has to bear a large proportion of the construction cost whether it entered into the Agreement or not but after the Transfer, the Transferee can enjoy the Transferor’s Rights. As confirmed by the Company, the Hotel represents a majority portion of the Transferor’s Rights and it has been the plan under the Zhuhai Chung Po Project to construct a 3-star hotel. Therefore, the value of the Transferor’s Right is mainly composed of the value of the Hotel.

According to the Company, the construction of the Hotel has not been commenced yet. Accordingly, there is no valuation conducted for the Hotel. Therefore, there is no valuation report upon which we can assess the value of the Hotel. In order to assess the value of the Hotel, we have calculated the construction cost of the Hotel based on the assumption that the value of a hotel should not be less than its construction cost. According to a report namely “Quarterly Hong Kong Construction Cost Report” issued in December 2007 by Rider Levett Bucknall, a property and construction consultancy firm providing cost consultancy and quantity surveying services, the approximate construction cost per square metre construction floor area for a 3-star hotel in Zhuhai at the 3rd quarter of 2007 was in the range of RMB6,100 to RMB7,800. Based on the figure of RMB6,100 and the planned total gross floor area of the Hotel of approximately 16,419.50 square metres, the construction cost for the Hotel will be approximately RMB100 million, which represented approximately 91% of the consideration of the Transfer. The remaining part of the consideration of the Transfer can be justified by the other elements of the Transferor’s Rights including the remaining portion of the Transferor’s Rights excluding the Hotel.

In view of the above, we consider that the consideration of the Transfer is fair and reasonable so far as the Shareholders are concerned and the terms of the Transfer are on normal commercial terms.

3. Financial effects of the Transfer

Earnings

As set out in the Letter from the Board, the unaudited net profit after tax of Zhuhai Chung Po for the financial year ended 31 December, 2006 was approximately RMB14,613,000 (equivalent to approximately HK$15,512,000). 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 the remaining interest of Zhuhai Chung Po, we consider the Company can further capitalize the return from Zhuhai Chung Po in the future.

APPENDIX II LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

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 30 June, 2007. Since the consideration paid for the Transfer was financed by the internal resources of the Group, the consolidated net asset value of the Company would have no material change upon completion of the Transfer.

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 30 June, 2007. Since the consideration paid in respect of the Transfer was financed by the internal resources of the Group, the cash resources of the Company would be reduced upon completion of the Transfer, while there would be no material adverse impact on the gearing of the Company as a result of the Transfer.

RECOMMENDATION

Having considered the above principal factors and reasons, we are of the opinion that the Transfer is in the ordinary and usual course of business of the Group and the terms of Transfer are on normal commercial terms. Moreover, we are of the opinion that the terms of the Transfer are fair and reasonable and are in the interest of the Company and the Shareholders as a whole. If a general meeting of the Shareholders is to be held for the purpose of considering and, if thought fit, approving the Transfer, 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 Transfer.

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

APPENDIX III

PROPERTY VALUATION

The following is the text of a letter 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 15th January, 2008.

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

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15th February, 2008

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 located at southwestern side of the junction of Qiaoguang Road and Lianhua Road, and No. 4 Shuiwan Road, Gongbei, Xianzhou District, Zhuhai City, Guangdong Province in the People’s Republic of China (the “PRC”) (the “Property”) held by a subsidiary of Lippo China Resources Limited (the “Company”, and together with its subsidiaries (the “Group”)), we confirm that we have carried out property inspections, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market value of the property interests as at 15th January, 2008 (the “Date of Valuation”).

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

BASIS OF VALUATION

Our valuation is our opinion of the market value of the property interests which we would define market value 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”.

APPENDIX III

PROPERTY VALUATION

VALUATION METHODOLOGY

In valuing the completed portion of the Property which is held by the Group for investment purpose and subject to tenancy as at the Date of Valuation, we have also adopted the investment method on the basis of capitalization of the net rental incomes with due allowance for reversionary income potential.

In valuing the portion of the Property for future development, we have valued the property interests by the direct comparison method assuming sale of the property interests in their existing state with the benefit of vacant possession and by making reference to comparable sale transactions as available in the subject locality as well as the relevant benchmark land prices.

VALUATION CONSIDERATIONS

In valuing the property interests, 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 1st January, 2005.

VALUATION ASSUMPTIONS

As the property interests are held under long term land use rights, we have assumed that the Group has free and uninterrupted rights to use the property interests for the whole of the unexpired term of their land use rights periods without payment of any substantial sum of taxes or expenses.

As land use rights of the portion of property interests for hotel and commercial uses are allocated in nature which the alienation of the property interests is restricted and cannot be freely transferred, leased and mortgaged, we have attributed no commercial value to these property interests. Before the land use rights of these property interests can be freely transferred, application for approval to the relative administrative bureau has to be processed and the government authorities may require additional land premium to be paid. In our valuations, we assume that there will be no legal impediment to process all the land use rights registration or transfer procedures.

Our valuation has been made on the assumption that the Group sells the property interests in the open market in their existing states without the benefit of a deferred term contract, leaseback, joint venture, management agreement or any similar arrangement, which could serve to affect the value of the property interests.

No allowance has been made in our report for any charges, mortgages or amounts owing on the property interests valued nor for any expenses or taxation which may be incurred in effecting a sale.

APPENDIX III

PROPERTY VALUATION

Unless otherwise stated, it is assumed that the property interests are free from encumbrances, restrictions and outgoings of an onerous nature, which could affect their value.

TITLE INVESTIGATION

We have been shown copies of various title documents relating to the property interests. However, we have not examined the original documents to verify the existing title and any material encumbrances that might be attached to the property interests or any lease amendments to the property interests. We have also relied, to a considerable extent, on the information provided by the Group and the legal opinion prepared by the Company’s PRC legal adviser, 廣東晨光律師事務所 (Guangdong Sunny Law Firm) on the owners’ title to these property interests.

All documents and Certificates of Real Estate Ownership supplied by the Group have been used for reference only. No responsibility regarding legal title to the property interests is assumed in this valuation report.

LIMITING CONDITIONS

We have relied to a considerable extent on information given by the Group, in particular, but not limited to, the tenure, planning approvals, statutory notices, easements, particulars of occupancy, site and 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 interests 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 property interests. During our inspection, no site investigation has been carried out to determine the suitability of the ground conditions or the services of the property interests for future development, nor did we undertake archaeological, ecological, environmental surveys and consider the property interests has been or is being put to any contamination (if any). Our valuation is made on the basis that these aspects are satisfactory. We have assumed that these aspects and other archaeological or ecological matters are satisfactory and that no extraordinary expense or delay will be incurred during the construction period. Our valuation has been made on the basis that there is no substantial change in the physical conditions of the property interests between the Date of Valuation and the date of our inspection.

We have inspected the exterior and, where possible, the interior of the property interests. 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 interests are free of rot, infestation or any other structural defects. No tests were carried out on any of the services.

APPENDIX III

PROPERTY VALUATION

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.

EXCHANGE RATE

The Property has been valued in Renminbi (RMB).

We hereby enclosed our valuation certificate.

Yours faithfully, For and on behalf of RHL Appraisal Ltd. Serena S. W. Lau Ian K. F. Ng FHKIS AAPI RPS(GP) MBA BSc(EstMan) BSc Managing Director MHKIS MRICS RPS(GP) Senior Manager

Ms. Serena S. W. Lau is a Registered Professional Surveyor with over 16 years’ experience in valuation of properties in Hong Kong, Macau SAR, mainland China 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.

Mr. Ian K. F. Ng, is a Registered Professional Surveyor with over 4 years’ experience in valuation of properties in Hong Kong, Macau SAR and mainland China. Mr. Ng is a member of the Hong Kong Institute of Surveyors as well as the Royal Institution of Chartered Surveyors.

APPENDIX III

PROPERTY VALUATION

VALUATION CERTIFICATE

Description and tenure

Property

Lippo CTS Plaza According to the development located at proposal and other information southwestern side provided by the Group, Lippo of the junction of CTS Plaza (the “Development”) Qiaoguang Road is a commercial/hotel/ and Lianhua residential development built on Road, and No. 4 two parcels of land (the “Land”) Shuiwan Road, with a total site area of Gongbei, approximately 14,142 sq.m.. Xianzhou District, Zhuhai City, The Development proposal Guangdong comprises a 6-level commercial Province, the PRC podium including 3 levels of (the “Property”) basement on which a 13-level

The Development proposal comprises a 6-level commercial podium including 3 levels of basement on which a 13-level residential building and a 3-stars hotel will be built.

Particulars of occupancy

The Property is held by 珠海中寶房產開發有限公司 (Zhuhai Chung Po House Property Development Co., Ltd.) for investment for the Completed Portion (please see Note 2) and for future development for undeveloped portion.

Market value in existing state as at 15th January, 2008 RMB

84,000,000 (Please also refer to Notes 12 and 13)

At the date of our inspection, a 4-level commercial podium including 3 levels of basement (together refer as the “Completed Portion”) with a total gross floor area of approximately 28,698 sq.m. was built on the Land. The Completed Portion which forms, a portion of the Development was completed around 1996 while the construction of the remaining portion of the Development is yet to commence.

The land use rights of the Property were granted for residential and commercial (part) uses and allocated for hotel and commercial (part) uses. (please see Notes 3 and 4)

APPENDIX III

PROPERTY VALUATION

Notes:

According to the development plan provided by the Company, the Development comprises hotel portion, residential portion and commercial portion (including carparking spaces) with gross floor areas of approximately 16,419.5 sq.m., 32,694 sq.m. and 37,628.5 sq.m. respectively.
Pursuant to a tenancy agreement dated 18th March, 1999, a supplemental agreement dated 1st August, 1999 and a second supplemental agreement dated 19th October, 2007, all entered into between 珠海中寶房產開發有限公司 (Zhuhai Chung Po House Property Development Co., Ltd.) (“Zhuhai Chung Po”) and 珠海卓凡實業集團有限公司 (Zhuhai Zhuofan Enterprises (Holdings) Ltd.) (“Zhuo Fan”), Zhuhai Chung Po agreed to lease the Completed Portion of the Development to Zhuo Fan for a term expiring on 31st December, 2007 at the monthly rent of RMB771,750 exclusive of management fee and utility charges. As advised by the Group, another supplemental agreement for further extension of the expiry date of the lease to 31st March, 2008 is currently under negotiation. A breakdown of the leased area is as follows:

Level Use Level 1 Commercial Basement level 1 Commercial Basement level 2 Commercial Basement level 3 Carparking space Total:	Leased Area (approx.) (sq.m.) 4,682 6,440 8,910 8,666
	28,698

Pursuant to a Certificate of Real Estate Ownership – 粵房地証字第 C0841110號 (Yue Fang Di Zheng Zi Di No.C0841110) registered on 17th June, 2002, the land use rights of a portion of the Property with a site area of approximately 244 sq.m. were granted to Zhuhai Chung Po for a term expiring on 18th February, 2039 for commercial use.
Pursuant to a Certificate of Real Estate Ownership – 粵房地証字第 C0905967號 (Yue Fang Di Zheng Zi Di No.C0905967) registered on 12th April, 2002, the land use rights of a portion of the Property with a site area of approximately 13,898 sq.m. is held by Zhuhai Chung Po. As stipulated in the Certificate of Real Estate Ownership, the land use rights for residential use were granted for a term from 24th May, 1993 to 24th May, 2063 while the land use rights for hotel and commercial uses were allocated in nature.
Pursuant to a Construction Land Use Planning Permit – 編號 92撥字 184號 (No. 92 Bo Zi 184) dated 30th June, 1992 issued by Zhuhai City Urban Planning Bureau to Zhuhai Chung Po, the proposed land use to develop a land with a site area of approximately 13,897.94 sq.m. for commercial, tourism and office uses was permitted.
Pursuant to a Construction Project Planning Permit – 編號 97規字 333號 (No. 97 Gui Zi No.333) dated 30th October, 1997 issued by Zhuhai City Urban Planning Bureau to Zhuhai Chung Po, the proposed development with a total planned gross floor area of 86,742 sq.m. (including 17,022.63 sq.m. for basements) to be developed into 2 blocks of buildings between 17 and 34 storeys for hotel, commercial and residential uses was permitted.
Pursuant to a Construction Works Commencement Permit – (94)建施字第 (5850)號 ((94) Jian Shi Zi Di (5850)) dated 8th March, 2002 re-issued by Zhuhai City Construction Commission to Zhuhai Chung Po, the construction works of 3-level basement of the development with a total gross floor area of 20,010 sq.m. was approved to commence.

APPENDIX III

PROPERTY VALUATION

Pursuant to a Chinese-foreign Cooperative Joint Venture Contract dated 8th April, 1993 entered into between 廣東省拱北口岸中國旅行社 (China Travel Service (Gongbei Port)), (subsequently replaced by 廣東省拱北中旅集團有限公司 (Guangdong Gongbei CTS Group Co., Ltd. (“Gongbei CTS”)) and Chung Po Investment and Development Company Limited (香港中寶投資發展有限公司 ) (“Chung Po”) and four supplemental contracts, Gongbei CTS and Chung Po agreed to, inter alia , the following terms:
(i) To set up Zhuhai Chung Po, a cooperative joint venture company;
(ii) Zhuhai Chung Po to develop a land with a site area of approximately 14,141.54 sq.m.;
(iii) The registered capital of Zhuhai Chung Po is RMB150,000,000;
(iv) Gongbei CTS is entitled to have the ownership of the hotel with a total gross floor area of approximately 16,419.5 sq.m. and portions of levels 1 to 3 of the commercial podium;
(v) Gongbei CTS is entitled to use 16 carparking spaces at basement level 3 subject to further agreement with Zhuhai Chung Po on the locations;
(vi) Zhuhai Chung Po is entitled to have the ownership of the commercial podium (except the portions of levels 1 to 3 to be owned by Gongbei CTS) including 3 levels of basement and the residential and/or office building upon the commercial podium; and
(vii) The duration of Zhuhai Chung Po is 20 years commencing from the date of issue of the relevant business licence.
Pursuant to the Business Licence – 企作粵珠總字 000392號 (Qi Zuo Yue Zhu Zong Zi No. 000392), Zhuhai Chung Po was set up on 7th August, 1993 with a duration expiring on 7th August, 2013.
We have been provided with a legal opinion regarding the property interests by the Group’s legal adviser, which contains, inter alia , the following:
(i) Zhuhai Chung Po has been legally granted with the land use rights of the property interests for the residential use and is entitled to freely transfer, lease and mortgage the land use rights of these property interests to third parties;
(ii) the land use rights of the portions of property interests for hotel and commercial uses held by Zhuhai Chung Po are allocated in nature which the alienation of the property interests is restricted. Before the land use rights of this property interests can be freely transferred, approval of the relative administrative bureau has to be obtained and additional land premium may be required to be paid; and
(iii) the land use rights are free from any encumbrance, mortgage, third party right, litigation and other legal process which will materially affect the title of the land use rights of the property interests.
In the course of the valuation, we have assumed that the Development proposal has been approved by the relevant authorities and there is no legal impediment to obtain all prerequisite permits for the Development.
Based on the legal opinion stated in Note 10 that only the land use rights in respect of the residential use is freely transferable and hence the market value as at the Date of Valuation in the amount of RMB84,000,000 arrived at only reflects these property interests.

APPENDIX III

PROPERTY VALUATION

We have attributed no commercial value to the property interests for the portions of the hotel and commercial uses as the land use rights of these portions were allocated in nature which the alienation of the property interests is restricted and cannot be freely transferred unless the requirements stated in Note 10 (ii) are fulfilled.
A summary of major certificates is shown as follows:

Certificates of Real Estate Ownership Yes Construction Land Use Planning Permit Yes Construction Project Planning Permit Yes Construction Works Commencement Permit Yes

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)

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)
			and (iii)
James Riady	–	–	692,262,956	692,262,956	51.4
			Notes (i)
			and (iii)
Stephen Riady	–	–	692,262,956	692,262,956	51.4
			Notes (i)
			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.

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 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

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
Lippo World Holdings 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
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.

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

(i) The Company

		Number of	Approximate
		underlying Shares	percentage
		in respect of which	of the issued
	Capacity and	options have been	share capital of
Name of Director	nature of interest	granted*	the Company
John Luen Wai Lee	Personal (held as	22,000,000	0.24
	beneficial owner)
Leon Nim Leung Chan	Personal (held as	3,000,000	0.03
	beneficial owner)
Edwin Neo	Personal (held as	2,300,000	0.02
	beneficial owner)
King Fai Tsui	Personal (held as	2,300,000	0.02
	beneficial owner)
Victor Ha Kuk Yung	Personal (held as	2,300,000	0.02
	beneficial owner)

The options were granted on 17th December, 2007 without consideration under the Share Option Scheme adopted by the Company (the “Share Option Scheme”). Such options are exercisable from 17th June, 2008 to 16th December, 2012 in accordance with the rules of the Share Option Scheme to subscribe for Shares at an exercise price of HK$0.267 per Share (subject to adjustment). None of the options were exercised by any of the above Directors since they were granted.

APPENDIX IV

GENERAL INFORMATION

(ii) Lippo

		Number of
		underlying shares	Approximate
		of HK$0.10 each	percentage
		in Lippo in respect	of the issued
	Capacity and	of which options	share capital
Name of Director	nature of interest	have beengranted#	of Lippo
John Luen Wai Lee	Personal (held as	900,000	0.21
	beneficial owner)
Leon Nim Leung Chan	Personal (held as	155,000	0.04
	beneficial owner)
Edwin Neo	Personal (held as	130,000	0.03
	beneficial owner)
King Fai Tsui	Personal (held as	130,000	0.03
	beneficial owner)
Victor Ha Kuk Yung	Personal (held as	130,000	0.03
	beneficial owner)

The options were granted on 17th December, 2007 without consideration under the Share Option Scheme adopted by Lippo (the “Lippo Share Option Scheme”). Such options are exercisable from 17th June, 2008 to 16th December, 2012 in accordance with the rules of the Lippo Share Option Scheme to subscribe for ordinary shares of HK$0.10 each in Lippo at an exercise price of HK$6.98 per share (subject to adjustment). None of the options were exercised by any of the above Directors since they were granted.

APPENDIX IV

GENERAL INFORMATION

(iii) HKC

		Number of
		underlying shares	Approximate
		of HK$1.00 each	percentage
		in HKC in respect	of the issued
	Capacity and	of which options	share capital
Name of Director	nature of interest	have beengranted^	of HKC
John Luen Wai Lee	Personal (held as	3,400,000	0.25
	beneficial owner)
Leon Nim Leung Chan	Personal (held as	600,000	0.04
	beneficial owner)
King Fai Tsui	Personal (held as	450,000	0.03
	beneficial owner)
Victor Ha Kuk Yung	Personal (held as	450,000	0.03
	beneficial owner)

^ The options were granted on 17th December, 2007 without consideration under the Share Option Scheme adopted by HKC (the “HKC Share Option Scheme”). Such options are exercisable from 17th June, 2008 to 16th December, 2012 in accordance with the rules of the HKC Share Option Scheme to subscribe for ordinary shares of HK$1.00 each in HKC at an exercise price of HK$1.68 per share (subject to adjustment). None of the options were exercised by any of the above Directors since they were granted.

The above interests in the underlying shares in the Company and its associated corporations were 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).

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

APPENDIX IV

GENERAL INFORMATION

(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 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.

APPENDIX IV

GENERAL INFORMATION

(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) Zhuhai Chung Po

		Approximate
	Amount of paid up	percentage of
Name	registered capital	development right
The Transferee	RMB150,000,000	77.15
The Transferor	Nil	22.85

Note (ii): The Transferee is a wholly-owned subsidiary of Reiley Inc. which in turn is a whollyowned 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.

APPENDIX IV

GENERAL INFORMATION

(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.

(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)).

APPENDIX IV

GENERAL INFORMATION

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.

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.

APPENDIX IV

GENERAL INFORMATION

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.

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.

APPENDIX IV

GENERAL INFORMATION

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.
(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.

AI assistant

Asiasec Properties Limited — Proxy Solicitation & Information Statement 2008

49086_rns_2008-02-14_0ca60a56-bc97-4503-95dc-37d202520110.pdf

LIPPO CHINA RESOURCES LIMITED 力寶華潤有限公司

CONNECTED TRANSACTION

TRANSFER OF RIGHTS

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

LIPPO CHINA RESOURCES LIMITED 力寶華潤有限公司

CONNECTED TRANSACTION

TRANSFER OF RIGHTS

INTRODUCTION

LETTER FROM THE BOARD

TERMS OF THE AGREEMENT

REASON FOR THE TRANSFER

INFORMATION ON LIPPO, THE COMPANY, THE TRANSFEREE AND THE TRANSFEROR

LISTING RULES IMPLICATIONS

APPROVAL BY CONTROLLING SHAREHOLDER

GENERAL

RECOMMENDATIONS

ADDITIONAL INFORMATION

Yours faithfully,

By Order of the Board LIPPO CHINA RESOURCES LIMITED Stephen Riady

CONNECTED TRANSACTION TRANSFER OF RIGHTS

Hantec Capital Limited

CONNECTED TRANSACTION TRANSFER OF RIGHTS

INTRODUCTION

BASIS OF OUR ADVICE

PRINCIPAL FACTORS TAKEN INTO ACCOUNT

1. Background of and reasons for the Transfer

2. Consideration of the Transfer

3. Financial effects of the Transfer

Earnings

RECOMMENDATION

INSTRUCTIONS

BASIS OF VALUATION

VALUATION METHODOLOGY

VALUATION CONSIDERATIONS

VALUATION ASSUMPTIONS

TITLE INVESTIGATION

LIMITING CONDITIONS

EXCHANGE RATE

VALUATION CERTIFICATE

Property

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

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

GENERAL INFORMATION

(ii) Lippo

(iii) HKC

3. INTERESTS AND SHORT POSITIONS OF SHAREHOLDERS

(i) The Company

(ii) Zhuhai Chung Po

(iii) Jeremiah Holdings Limited (“Jeremiah”)

(iv) Nine Heritage Pte Ltd

(v) LCR Catering Services Limited

4. DIRECTORS’ SERVICE CONTRACTS

5. COMPETING INTERESTS OF DIRECTORS AND ASSOCIATES

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

7. LITIGATION

8. MATERIAL ADVERSE CHANGE

9. EXPERTS

Name

Qualification

10. MISCELLANEOUS

11. DOCUMENTS AVAILABLE FOR INSPECTION

12. LANGUAGE

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Asiasec Properties Limited Proxy Solicitation & Information Statement 2008