THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, 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 and the accompanying form of proxy 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.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim 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)

DISCLOSEABLE AND CONNECTED TRANSACTIONS

PROPOSED SALE OF THE RETAIL BUSINESS

Financial adviser to Lippo China Resources Limited

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

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A letter from the independent board committee of Lippo China Resources Limited is set out on pages 20 and 21 of this circular, and a letter from First Shanghai Capital Limited, the independent financial adviser, containing its advice to the independent board committee and the independent shareholders of Lippo China Resources Limited is set out on pages 22 to 32 of this circular.

A notice convening the extraordinary general meeting of Lippo China Resources Limited to be held at Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Monday, 11th October, 2010 at 10: 00 a.m. or any adjourned meeting thereof to approve matters referred to in this circular is set out on pages 45 and 46 of this circular.

A form of proxy for use at the extraordinary general meeting is accompanied herewith. Whether or not you are able or intend to attend the extraordinary general meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the registered office of Lippo China Resources Limited at Room 2301, 23rd Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the extraordinary general meeting or any adjourned meeting thereof. Completion and return of the form of proxy shall not preclude shareholders from attending and voting in person at the extraordinary general meeting or any adjourned meeting thereof should they so desire.

22nd September, 2010

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6
Appendix I	— Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . .	20
Appendix II	— Letter from the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . .	22
Appendix III	— General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		45

DEFINITIONS

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

‘‘Agreement’’ conditional sale and purchase agreement dated 7th August, 2010 entered into among the Vendor, the Company, the Purchaser and Multipolar relating to the sale and purchase of the Sale Shares, the Brand Rights and the transactions contemplated therein (including the execution of the Brand Transfer Deed, the Call Option Deed and the Escrow Agreement);
‘‘Announcement’’ the joint announcement of the Company and Lippo dated 7th August, 2010;
‘‘associate(s)’’ has the meaning ascribed to it under the Listing Rules;
‘‘Board’’ board of Directors;
‘‘Brands’’ brand names of ‘‘ROBBINZ’’, ‘‘Lobing’’, ‘‘樂賓’’, ‘‘樂賓’’, ‘‘樂賓百貨’’ and the related trademarks and domain name;
‘‘Brand Rights’’ all the rights, benefits and interests in the Brands;
‘‘Brand Transfer Deed’’ deed of transfer to be entered into between LCR Ltd. and the Purchaser in respect of the assignment and transfer of the Brand Rights from LCR Ltd. to the Purchaser (or its nominee) on Completion;
‘‘Business Day’’ a day (other than a Saturday, Sunday or public holiday or, where applicable in Hong Kong, any day on which a tropical cyclone warning no. 8 or above is hoisted at any time between 9: 00 a.m. and 5: 30 p.m. or on which a ‘‘black’’ rainstorm warning is hoisted at any time between 9: 00 a.m. and 5: 30 p.m.) when banks in Hong Kong and Indonesia are open for business;
‘‘Call Option’’ a call option to be granted by the Purchaser to the Vendor to require the Purchaser to procure the Target to allot and issue all of the Option Shares to be subscribed by the Vendor;
‘‘Call Option Deed’’ call option deed to be entered into between the Vendor as grantee, the Purchaser as grantor, the Company as grantee’s guarantor, Multipolar as grantor’s guarantor and the Target at Completion pursuant to which the Call Option will be granted;
‘‘Capitalisation’’ the capitalisation of the entire Shareholder’s Loans by applying such Shareholder’s Loans in the amount of approximately HK$484.6 million in paying up in full for the Capitalised Shares;
‘‘Capitalised Shares’’ the 10 new shares in the issued share capital of the Target to be allotted and issued to the Vendor pursuant to the Capitalisation;

– 1 –

DEFINITIONS

‘‘Company’’ Lippo China Resources Limited 力寶華潤有限公司, a company incorporated in Hong Kong with limited liability and the shares of which are listed on the Main Board of the Stock Exchange and a subsidiary of Lippo;

‘‘Completion’’ completion of the Transactions in accordance with the Agreement;
‘‘Completion Date’’ the date for Completion which shall be the third Business Day following the day on which the closing notices have been served by each of the Vendor and the Purchaser in accordance with the Agreement;
‘‘connected person(s)’’ has the meaning ascribed to it under the Listing Rules;
‘‘Director(s)’’ director(s) of the Company;
‘‘EGM’’ an extraordinary general meeting of the Company to be held on Monday, 11th October, 2010 at 10: 00 a.m. to consider and, if thought fit, approve the Agreement and the transactions contemplated thereunder (including the execution of the Escrow Agreement, the Brand Transfer Deed and the Call Option Deed);
‘‘Escrow Agent’’ RB Secretariat Limited, the escrow agent under the Escrow Agreement;
‘‘Escrow Agreement’’ escrow agreement to be entered into between the Vendor, the Company, the Purchaser, Multipolar and the Escrow Agent on Completion for holding of the relevant share certificates representing the Sale Shares;
‘‘Exercise Date’’ the date on which the Vendor (as grantee) exercises its Call Option by issuing the call option notice in accordance with the Call Option Deed;
‘‘First Shanghai’’ or ‘‘Independent Financial Adviser’’
First Shanghai Capital Limited, a corporation licensed to carry on type 6 regulated activity (advising on corporate finance) under the SFO and the independent financial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the Agreement and the transactions contemplated thereunder (including the execution of the Escrow Agreement, the Brand Transfer Deed and the Call Option Deed);
‘‘Group’’
the Company and its subsidiaries;
‘‘Hong Kong’’

the Hong Kong Special Administrative Region of the PRC;

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DEFINITIONS

‘‘Independent Board an independent board committee, comprising all the independent Committee’’ non-executive Directors, formed for the purpose of advising the Independent Shareholders in respect of the Agreement and the transactions contemplated thereunder (including the execution of the Escrow Agreement, the Brand Transfer Deed and the Call Option Deed);
‘‘Independent the Shareholders, other than Skyscraper Realty Limited and its Shareholders’’ associates who are required to abstain from voting at the EGM to approve the Agreement and the transactions contemplated thereunder (including the execution of the Escrow Agreement, the Brand Transfer Deed and the Call Option Deed);
‘‘Indonesia’’ the Republic of Indonesia;
‘‘Latest Practicable Date’’ 17th September, 2010, 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 and the securities of which are listed on the Main Board of the Stock Exchange;
‘‘Lippo Cayman’’ Lippo Cayman Limited, a company incorporated in the Cayman Islands with limited liability;
‘‘Listing Rules’’ Rules Governing the Listing of Securities on the Stock Exchange;
‘‘Matahari’’ PT Matahari Putra Prima Tbk, a company incorporated in Indonesia and the shares of which are listed on the Indonesia Stock Exchange and a non-wholly owned subsidiary of Multipolar;
‘‘Model Code’’ Model Code for Securities Transactions by Directors of Listed Issuers under the Listing Rules;
‘‘Multipolar’’ PT Multipolar Tbk, a company incorporated in Indonesia and the shares of which are listed on the Indonesia Stock Exchange;
‘‘Option Shares’’ such number of shares of the Target representing 20% of the enlarged issued share capital of the Target on a fully diluted basis to be allotted and issued to the Vendor upon completion of the Call Option Deed;
‘‘Option Shares consideration payable by the Vendor to the Target for the Option Consideration’’ Shares pursuant to the Call Option Deed as referred to in the paragraph entitled ‘‘Consideration’’ under the section headed ‘‘The Call Option Deed’’ in the ‘‘Letter from the Board’’of this circular;
‘‘PRC’’ the People’s Republic of China, which for the purpose of this circular, shall exclude Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan;

– 3 –

DEFINITIONS

‘‘Purchaser’’ Mainvest Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of Multipolar;
‘‘Retail Business’’ the business of carrying on retail and department store business in the PRC under the name ‘‘Robbinz’’ (specifically being the operations of two department stores and carrying out related retail business in Tianjin and Chengdu and the establishment and subsequent operation of a department store and carrying out retail business in Yangzhou);
‘‘Sale Shares’’ one existing issued share of the Target of US$1.00, the Capitalised Shares and the Subscription Share, which in aggregate shall represent the entire enlarged issued and paid up share capital of the Target;

‘‘SFO’’	Securities and Futures Ordinance (Chapter 571 of the Laws of Hong	Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
	Kong);
‘‘Share(s)’’	ordinary share(s) of HK$0.10 each in the share capital of	the
	Company;
‘‘Shareholder’s Loans’’	any and all loans and other advances advanced by the Vendor (as	the
	lender) to the Target (as borrower) outstanding from time to time;
‘‘Shareholder(s)’’	shareholder(s) of the Company;
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited;
‘‘Subscription’’	the subscription of the Subscription Share by the Vendor at	the
	Subscription Amount;
‘‘Subscription Amount’’	the aggregate amount of US$3.48 million (equivalent	to
	approximately HK$27.1 million);
‘‘Subscription Share’’	one new share in the issued share capital of the Target to be allotted
	and issued to the Vendor pursuant to the Subscription at	the
	Subscription Amount;
‘‘Target’’	Congrex Limited, a company incorporated in the British Virgin
	Islands and a wholly-owned subsidiary of the Vendor;
‘‘Target Group’’	the Target and its subsidiaries;
‘‘Transactions’’	transactions being contemplated under the Agreement, including	the
	sale and purchase of the Sale Shares, and the execution of the Escrow
	Agreement, the Brand Transfer Deed and the Call Option Deed;
‘‘Vendor’’	Queenz Limited, a company incorporated in the British Virgin
	Islands with limited liability and a wholly-owned subsidiary of	the
	Company;

– 4 –

DEFINITIONS

‘‘HK$’’ Hong Kong dollar, the lawful currency of Hong Kong; ‘‘S$’’ Singapore dollar, the lawful currency of the Republic of Singapore; ‘‘US$’’ United States dollar, the lawful currency of the United States of America; and ‘‘%’’ per cent.

Note: For use in this circular and for illustration purposes only, conversion of US$ into HK$ is based on an approximate exchange rate of US$1.00 to HK$7.78. No representation is made that any amount in US$ or HK$ could be converted at such rate or any other rates.

– 5 –

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. Leon Nim Leung Chan

Executive Directors:

Mr. James Tjahaja Riady (Chairman) Mr. Stephen Riady (Deputy Chairman, Managing Director and Chief Executive Officer) Mr. John Luen Wai Lee, J.P.

Registered Office: Room 2301, 23rd Floor Tower One Lippo Centre 89 Queensway Hong Kong

Independent Non-executive Directors: Mr. Edwin Neo Mr. Victor Ha Kuk Yung Mr. King Fai Tsui

22nd September, 2010

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTIONS

PROPOSED SALE OF THE RETAIL BUSINESS

INTRODUCTION

Reference is made to the Announcement announcing that on 7th August, 2010, the Vendor (a wholly-owned subsidiary of the Company) entered into the Agreement with the Company, the Purchaser (a wholly-owned subsidiary of Multipolar) and Multipolar, to sell the Retail Business which is carried on by the Target Group under the trade name ‘‘Robbinz’’ to the Purchaser for an aggregate cash consideration of HK$345,000,000 with payment terms as set out in the section headed ‘‘The Agreement’’ below. The Company and Multipolar act as guarantors for guaranteeing the performance of the respective obligations of the Vendor and the Purchaser under the Agreement. The Vendor has advanced the Shareholder’s Loans to the Target to fund the Retail Business. Pursuant to the Agreement, the entire Shareholder’s Loans will be capitalised into new Capitalised Shares prior to Completion and the Vendor shall further subscribe for the Subscription Share by injecting additional funding of US$3.48 million (equivalent to approximately HK$27.1 million) to the Target prior to Completion. This funding is to cover certain expenditures agreed to be paid by the Vendor for the Retail Business between the date of

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LETTER FROM THE BOARD

the Agreement and prior to Completion. The Capitalised Shares, the Subscription Share and the existing issued share of the Target shall represent the entire enlarged issued share capital of the Target and shall constitute the Sale Shares for the purposes of the Agreement. As at the date of the Agreement, LCR Ltd. (a wholly-owned subsidiary of the Vendor) is the registered proprietor and/or applicant for the registration of the trade name ‘‘Robbinz’’ under the Brands which are used for the Retail Business. On and subject to Completion, the Vendor has agreed to procure LCR Ltd. to assign and transfer the Brand Rights to the Purchaser (or its nominee) by entering into of the Brand Transfer Deed. In consideration for the Vendor and the Company executing the Agreement, the Purchaser has agreed to grant the Vendor an option to acquire the Option Shares, subject to and in accordance with the Call Option Deed to be executed at Completion.

The Agreement and transactions contemplated thereunder (including the execution of the Escrow Agreement, the Brand Transfer Deed and the Call Option Deed) constitute discloseable and connected transactions for the Company under the Listing Rules, and are subject to approval by the Independent Shareholders.

The purpose of this circular is to provide the Shareholders with, among other things, (a) further details about the Agreement, the Escrow Agreement, the Brand Transfer Deed and the Call Option Deed; (b) a letter from the Independent Board Committee to the Independent Shareholders; (c) the recommendation of the Independent Financial Adviser; and (d) a notice of the Company to convene the EGM to approve, among other things, the Agreement and the transactions contemplated thereunder (including the execution of the Escrow Agreement, the Brand Transfer Deed and the Call Option Deed).

Details of the Agreement, the Brand Transfer Deed, the Call Option Deed and the Escrow Agreement are as follows:

THE AGREEMENT

Parties

Vendor:	Queenz Limited, a wholly-owned subsidiary of the Company
Purchaser:	Mainvest Limited, a wholly-owned subsidiary of Multipolar
Vendor’s guarantor:	the Company (as a guarantor guaranteeing the due and punctual
	performance and observance by the Vendor of all the Vendor’s
	obligations under the Agreement)
Purchaser’s guarantor:	Multipolar (as a guarantor guaranteeing the due and punctual
	performance and observance by the Purchaser of all the Purchaser’s
	obligations under the Agreement)

To the best of the knowledge, information and belief of the Directors and after making all reasonable enquiries, Lippo Cayman was interested in shares of Lippo, representing approximately 63.81% of the issued share capital of Lippo which in turn was interested in shares of the Company, representing approximately 71.21% of the issued share capital of the Company as at the Latest Practicable Date. The Company is a non-wholly owned subsidiary of Lippo which in turn is a non-wholly owned subsidiary of Lippo Cayman. As at the Latest Practicable Date, Lippo Cayman was also interested in approximately 35% of the issued share

– 7 –

LETTER FROM THE BOARD

capital of Multipolar which was therefore regarded as an associate of Lippo Cayman under the Listing Rules. Accordingly, Multipolar and the Purchaser were regarded as connected persons of the Company for the purposes of the Listing Rules.

Multipolar is a publicly listed company in the Indonesia Stock Exchange. As a strategic investment company, Multipolar holds substantial holdings in various businesses such as Indonesia’s largest retail chain Matahari, information technology and multimedia. Its listed subsidiary, Matahari, is a prominent multi-format modern retailer with core retail businesses in fast moving consumer goods through the operation of 49 Hypermart hypermarkets, 25 Foodmart supermarkets, 18 Times Bookstores, more than 110 Timezone family entertainment centers, restaurant services as well as fashion business in 91 Matahari Department Stores outlets, through a 20% shareholding interest in a strategic alliance with CVC Asia Pacific. Multipolar is also a leading information technology company with focus on systems integration and provider of total solutions, with ISO 9001 certification in hardware, software and professional services.

The Purchaser is an investment holding company established solely for the purpose of the acquisition of the Retail Business.

Assets to be sold

Pursuant to the Agreement, the Purchaser has conditionally agreed to acquire, and the Vendor has conditionally agreed to sell, the Sale Shares free from any encumbrance subject to the terms and conditions of the Agreement and the Vendor has agreed to procure LCR Ltd. to assign and transfer the Brand Rights to the Purchaser (or its nominee). The Sale Shares (which include the Capitalised Shares, the Subscription Share and the existing issued share of the Target) shall represent the entire enlarged issued share capital of the Target.

The Target is an investment holding company which principally engages in the Retail Business through its subsidiaries. The Retail Business of the Target Group was established in late 2007. The Target Group operates two department stores under the trade name ‘‘Robbinz’’ in Tianjin and Chengdu. The total gross floor area of the two Robbinz department stores is approximately 126,000 square metres. A new Robbinz store, with a gross floor area of approximately 22,000 square metres, in Yangzhou, Jiangsu Province is expected to be opened by the end of 2010. Each of the department stores is leased from independent third parties.

According to the management accounts of the Target Group prepared in accordance with International Financial Reporting Standards, the Target Group’s unaudited consolidated loss before tax and extraordinary items for the two years ended 31st December, 2008 and 2009 were approximately HK$129.4 million and HK$140.0 million respectively. Based on the audited accounts of the Target Group prepared in accordance with International Financial Reporting Standards, the audited consolidated loss before tax and extraordinary items for the five months ended 31st May, 2010 was approximately HK$53.2 million. The Target Group did not record tax or extraordinary items for the two years ended 31st December, 2008 and 2009, and for the five months ended 31st May, 2010. The audited consolidated net deficit of the Target Group was approximately HK$425.3 million as at 31st May, 2010. The net deficit position of the Target Group as at 31st May, 2010 has not yet taken into account the effect of the Capitalisation.

Immediately following Completion, the Company will cease to hold any equity interest of the Target and the Target will not be a subsidiary of the Company.

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LETTER FROM THE BOARD

Capitalisation

As at the date of the Agreement, the outstanding principal amount of the Shareholder’s Loans was approximately HK$484.6 million. The Agreement provides that the Vendor shall and shall procure the Target to implement and complete the Capitalisation and the allotment and issue of the Capitalised Shares to the Vendor prior to Completion. The Capitalised Shares shall be allotted and issued to the Vendor and shall rank pari passu with the existing issued share in the share capital of the Target. The Capitalised Shares shall constitute part of the Sale Shares.

Subscription

The Agreement also provides that the Vendor shall have an obligation to subscribe for the Subscription Share at the Subscription Amount by the earlier of 25th September, 2010 and five Business Days prior to the Completion Date. Proceeds of the Subscription Amount will be used to satisfy certain expenditures agreed to be paid by the Vendor for the Retail Business of the Target Group between the date of the Agreement and prior to Completion. The Subscription Share shall be allotted and issued to the Vendor and shall rank pari passu with the existing issued share in the share capital of the Target. The Subscription Share shall constitute part of the Sale Shares.

Consideration

The consideration payable for the sale and purchase of the Sale Shares together with the assignment and the transfer of the Brand Rights shall be HK$345,000,000.

The consideration shall be payable by the Purchaser to the Vendor by instalments, in the following manner:

(a) HK$136,000,000 shall be payable by the Purchaser in cash at Completion;
(b) HK$103,666,660 shall be payable by the Purchaser in cash on the date falling 6 months from the Completion Date, or if such date is not a Business Day, then the immediately following Business Day; and
(c) the balance, being HK$105,333,340, shall be payable by the Purchaser in cash on the first anniversary of the Completion Date, or if such first anniversary is not a Business Day, then the immediately following Business Day.

Since certain amounts of the consideration will be paid by the Purchaser to the Vendor by instalments after Completion, the Escrow Agreement will be entered into on Completion for holding of the relevant share certificates representing the Sale Shares so as to safeguard the interests of the Vendor.

The consideration has been determined after arm’s length negotiations between the Purchaser and the Vendor principally by reference to the financial position of the Target Group, the outstanding amount of the Shareholder’s Loans advanced by the Vendor to the Target, the additional expenditures agreed to be paid by the Vendor for the Retail Business between the date of the Agreement and prior to Completion, and the deferred payment structure.

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LETTER FROM THE BOARD

The Company currently intends to apply the estimated net sales proceeds of approximately HK$342 million after taking into account the relevant expenses incurred in connection with the Transactions as general working capital and/or corporate purposes in relation to other existing businesses of the Group.

Conditions precedent

Completion of the sale and purchase of the Sale Shares and transactions contemplated under the Agreement (including the execution of the Brand Transfer Deed, the Call Option Deed and the Escrow Agreement) are subject to the following conditions having been fulfilled or waived (as the case may be):

(a) the obtaining of the approvals of each of the independent shareholders of the Company and Lippo respectively in relation to the sale of the Sale Shares and the transactions contemplated under the Agreement (including the execution of the Brand Transfer Deed, the Call Option Deed and the Escrow Agreement), in compliance with the Listing Rules, if so required;
(b) the obtaining of all the necessary consents and authorisations which may be required to implement the Agreement under any existing contractual arrangements, or under loan or finance documentation of the Vendor, the Purchaser, the Target or any of their respective subsidiaries or holding companies (as the case may be);
(c) the representations and warranties given by the Vendor as set out in the Agreement being (save as disclosed): (i) where such representations and warranties are not qualified with respect to materiality, accurate and not misleading in all material respects, and (ii) where such representations and warranties are qualified with respect to materiality, accurate and not misleading as at the date of the Agreement up to and including the Completion Date;
(d) the parties having complied with all their respective obligations, undertakings and covenants under the Agreement which are required to be performed prior to the Completion Date;
(e) no court or other governmental or regulatory authority or body having issued and/or implemented any order, decree or applicable law having the effect of restraining or prohibiting the consummation of the transactions contemplated under the Agreement;
(f) the delivery by the Vendor to the Purchaser of the audited consolidated financial statements of the Target Group for the six months ended 30th June, 2010;
(g) the implementation and completion of the Capitalisation and the allotment and issue of the Capitalised Shares to the Vendor in accordance with the memorandum and articles of association of the Target and applicable laws; and
(h) the implementation and completion of the Subscription and the allotment and issue of the Subscription Share to the Vendor in accordance with the memorandum and articles of association of the Target and applicable laws.

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LETTER FROM THE BOARD

Conditions (a), (b), (d), (e), (g) and (h) shall not be waived, unless a waiver of the same has been applied by either the Vendor (and/or the Company) or the Purchaser (and/or Multipolar) in writing and in respect of which the Purchaser (and/or Multipolar) or the Vendor (and/or the Company) has granted its written consent respectively. The Purchaser may waive the conditions (c) and (f) in its absolute discretion by written notice to the Vendor.

In the event that any of the aforesaid conditions shall not have been fulfilled or waived (as the case may be) on or before 31st December, 2010 (or such other date as the parties to the Agreement may agree in writing), the Agreement shall terminate and none of the parties to the Agreement shall have any claim against any of the other parties for costs, damages, compensation or otherwise, except in respect of any antecedent breach of the terms of the Agreement by a party.

Completion shall take place on the third Business Day following the day on which the closing notices have been served by each of the Vendor and the Purchaser in accordance with the Agreement. As at the Latest Practicable Date, none of the conditions precedent as set out above has been fulfilled or waived.

Non-compete covenants

The Vendor has covenanted with the Purchaser that, unless with the prior written consent of the Purchaser, the Vendor shall not and shall procure that each of its subsidiaries shall not (save for any direct or indirect interest of 5% or less in any company listed on any securities exchange which may compete with the Retail Business where such investment is made without any rights to participate or participation, directly or indirectly, in the governance or management of such company):

(1) at any time during the period of 2 years beginning with the Completion Date, in any geographic areas in which the Retail Business of the Target Group is carried on at Completion or at that time, carry on or be employed, engaged or interested in any business which would be in competition in any material respect with any part of any business carried on by the Target Group; or
(2) at any time during the period of 2 years beginning with the Completion Date, deal with or solicit any person who is at the Completion Date, or who has been at any time during the period of 12 months immediately preceding that date, a supplier, tenant or consignee of any members of the Target Group to the detriment of any members of the Target Group and/or cause such person to cease to deal with any members of the Target Group or materially reduce its dealing or supplies with members of the Target Group; or
(3) at any time during the period of 2 years beginning with the Completion Date:
(i) offer employment to, enter into a contract for the services of, or attempt to entice away from any members of the Target Group, any individual who is at the time of the offer or attempt, and was at the Completion Date, employed directly or indirectly engaged in an executive or managerial position with any members of the Target Group; or
(ii) procure or facilitate the making of any such offer or attempt by any other person; or

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LETTER FROM THE BOARD

(4) at any time during the period after the Completion Date, use in the course of any business:
(i) the word ‘‘Robbinz’’ or ‘‘Robbinz Department Store’’; or
(ii) any of the Brands or any trade or service mark, business or domain name, design or logo which, at Completion was or had been used by any members of the Target Group; or
(iii) anything which is, in the reasonable opinion of the Purchaser, capable of confusion with such words, mark, name, and design.

THE ESCROW AGREEMENT

Pursuant to the Escrow Agreement, the Vendor shall deliver to and deposit with the Escrow Agent (a) the original share certificates representing the Sale Shares in the name of the Vendor; and (b) the new share certificate(s) representing the Sale Shares to be issued in favour of the Purchaser or as the Purchaser may direct in writing. The Escrow Agent is instructed to hold such share certificates as a security for the payment in full of the aggregate purchase consideration payable by the Purchaser to the Vendor pursuant to the Agreement. Pursuant to the Escrow Agreement, the Vendor shall deliver to the Escrow Agent a release notice to release the share certificates to the Purchaser after the Purchaser has made full payment of the purchase consideration in accordance with the Agreement; or the Vendor shall deliver to the Escrow Agent a hold on notice to release the share certificates to the Vendor only if the Purchaser has not made full payment of the purchase consideration in accordance with the Agreement within 12 months from the Completion Date and such a hold on notice shall be delivered to the Escrow Agent before the expiry of 15 months from the Completion Date. In the event that the Escrow Agent fails to receive any release notice or hold on notice from the Vendor by the date falling 15 months from the date of the Escrow Agreement, the Escrow Agent shall (with prior written notice to the Vendor) release all share certificates to the Purchaser without further liability to the Vendor or any other party.

THE BRAND TRANSFER DEED

As at the date of the Agreement, LCR Ltd. (a wholly-owned subsidiary of the Vendor) was the registered proprietor and/or applicant for the registration of the trade name ‘‘Robbinz’’ under the Brands which are used for the Retail Business. On and subject to Completion, the Vendor has agreed to procure LCR Ltd. to enter into the Brand Transfer Deed pursuant to which LCR Ltd. will assign and transfer to the Purchaser (or its nominee) absolutely, all rights to, title and interest in the Brands (including any goodwill), free from all encumbrances whatsoever as at the date of the Brand Transfer Deed.

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LETTER FROM THE BOARD

THE CALL OPTION DEED

In consideration for the Vendor and the Company executing the Agreement, the Purchaser has agreed to grant the Vendor an option to acquire the Option Shares subject to and in accordance with the Call Option Deed, on the Completion Date. The proposed terms of the Call Option Deed are as follows:

Parties

The Vendor (as the grantee), the Company (as the Vendor’s guarantor), the Purchaser (as the grantor), Multipolar (as the Purchaser’s guarantor) and the Target.

Subject matters of the Call Option

The Purchaser irrevocably and unconditionally grants to the Vendor the Call Option to require the Purchaser to procure the Target to allot and issue the Option Shares to be subscribed by the Vendor subject to and in accordance with the terms of the Call Option Deed. Exercise of the Call Option is at the discretion of the Vendor and no premium is paid or payable by the Vendor for the grant of the Call Option.

The number of Option Shares to be issued to the Vendor is 25% of the number of the issued shares of the Target immediately before the Exercise Date such that the Vendor shall hold 20% of the enlarged issued share capital of the Target immediately after completion of the Call Option Deed as enlarged by the issue of the Option Shares.

If the Vendor exercises the Call Option and at that time there are shareholder’s loans advanced by the Purchaser to the Target Group which are outstanding as at the Exercise Date, the Vendor must also advance new interest free shareholder loans in favour of the Target Group upon completion of the Call Option Deed such that the Vendor will have advanced its proportionate share of the shareholders’ loans, being 20% of all of the shareholders’ loans then due and owing by the Target Group.

The exercise or non-exercise of the Call Option or the transfer of the Call Option to a third party shall be subject to the compliance with the Listing Rules including approvals by independent shareholders of Lippo and the Company (if required) at the time of exercise or non-exercise of the Call Option or transfer of the Call Option to a third party. The Call Option is not transferrable unless with the prior consent from the Purchaser save that the Vendor may assign the benefits and/or obligations of the Call Option Deed to its related company where no prior consent from the Purchaser is required in accordance with the Call Option Deed.

Exercise of the Call Option and option period

Before the exercise of the Call Option, the Vendor will undertake due diligence reviews of the Target Group and agree with the Purchaser, on the basis referred to below, the consideration amount, the number of Option Shares and the amount of the shareholder loans to be advanced by the Vendor to the Target Group (if any). If the Vendor and Purchaser are not able to agree in ascertaining the consideration amount, the number of Option Shares and the amount of the shareholder loans to be advanced by the Vendor to the Target Group (if any), the same will be referred to, and determined by, an independent accountant, save that the Vendor shall not be obliged to exercise the Call Option in the event that the calculation by the independent accountant shall materially exceed the Vendor’s initial calculation by more than 3%. The Call Option may be

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LETTER FROM THE BOARD

exercisable by the Vendor at any time during the three years period commencing from the Completion Date by the service of a written notice to the Purchaser. The option period may be extended in accordance with the Call Option Deed if there is involvement of an independent accountant to determine the consideration amount, the number of Option Shares and the amount of the shareholder loans to be advanced by the Vendor to the Target Group (if any), or if there is a delay in the completion of the due diligence reviews in accordance with the Call Option Deed.

Consideration

The consideration payable by the Vendor for the exercise of the Call Option shall comprise the Option Shares Consideration and the amount of shareholder loans to be advanced by the Vendor to the Target Group (if any) calculated in accordance with the Call Option Deed.

The Option Shares Consideration shall be an amount equal to the aggregate of:

(a) 110% of 25% of the consideration payable under the Agreement; and
(b) an amount equal to the notional interest which would accrue on 25% of the consideration payable under the Agreement at the rate of 12% per annum from the date of payment of the relevant amount of the consideration payable under the Agreement up to (and including) the Exercise Date; and
(c) 25% of the aggregate of any additional amounts paid for new shares of the Target or other additional equity or capital contributions made to any member of the Target Group after the date of the Call Option Deed up to (and including) the Exercise Date; and
(d) an amount equal to the notional interest which would accrue on each subscription or other equity or capital contribution referred to in point (c) above at the rate of 12% per annum from the date of the relevant subscription or contribution up to (and including) the Exercise Date.

The amount of shareholder loans to be advanced by the Vendor to the Target Group (if any) shall be an amount equal to the aggregate of:

(1) 25% of the principal amount of outstanding shareholders loans advanced by the Purchaser to the Target Group as at the Exercise Date; and
(2) an amount equal to the notional interest which would accrue on the amount of shareholders loans referred to in point (1) above at the rate of 12% per annum from the date of advance of the relevant shareholders loans up to (and including) the Exercise Date (and on the basis that notional interest shall be deemed to accrue on 25% of each advance of shareholders loans from the date on which the relevant advance is made to a member of the Target Group).

The amount of shareholder loans to be advanced by the Vendor to the Target Group is subject to adjustment due to any changes to the shareholders loans owed by the Target Group to the Purchaser between the Exercise Date and completion of the Call Option on a dollar for dollar basis, equivalent to 25% of any increase or decrease of such shareholders loans. However, the Option Shares Consideration shall not be subject to any adjustment.

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LETTER FROM THE BOARD

The consideration payable by the Vendor to the Target for the exercise of the Call Option has been determined after arm’s length negotiations between the Purchaser and the Vendor principally by reference to the consideration payable by the Purchaser to the Vendor pursuant to the Agreement, a premium of 10% over such consideration, a notional interest calculated at 12% per annum on such consideration calculated from the relevant date of payment up to the Exercise Date, the face value of the proportionate shareholders loans owed by the Target Group (if any) and a notional interest calculated at 12% per annum of such loans (if any) calculated from the relevant date of advancement up to the Exercise Date.

The Option Shares Consideration and amount of the shareholder loans to be advanced by the Vendor to the Target Group shall be payable upon completion of the Call Option Deed.

Conditions precedent

Completion of the Call Option is subject to the following conditions having been fulfilled or waived (as the case may be):

(a) a shareholders’ agreement, in draft form, in relation to the operations of the Target Group to be entered into by the Purchaser and the Vendor at completion of the Call Option Deed, terms of which shall have been substantially agreed between the Vendor and the Purchaser;
(b) the obtaining of the approvals of each of the independent shareholders of the Company and Lippo respectively in relation to the exercise of the Call Option and the transactions contemplated in the Call Option Deed (including the execution of the shareholders’ agreement), in compliance with the Listing Rules, if so required;
(c) the obtaining of all the necessary consents and authorisations which may be required to implement the Call Option Deed and the shareholders’ agreement under any existing contractual arrangements, or under loan or finance documentation of the Purchaser, the Vendor, the Target or any of their respective subsidiaries or holding companies (as the case may be); and
(d) the obtaining of all relevant authorisations, consents and approvals of all governmental or regulatory authorities (if any) which may be required to give effect to the transactions contemplated by the Call Option Deed and the shareholders’ agreement.

The Vendor shall be entitled in its absolute discretion, by written notice to the Purchaser, to waive conditions (c) and (d) either in whole or in part, to the extent that they relate to a consent, authorisation or approval required by the Vendor. Condition precedent (b) shall not be waived in any event. Neither party is obliged to complete the Call Option Deed unless the subscription of the Option Shares, the advancement of the shareholder loans by the Vendor to the Target Group and the payment of the Option Shares Consideration are completed simultaneously.

In the event that any of the aforesaid conditions shall not be fulfilled or waived (as the case may be) within 120 days from the Exercise Date (or such later date as the parties to the Call Option Deed may agree), no party to the Call Option Deed shall have any claim against or liability to the other parties, save for any antecedent breaches of the Call Option Deed.

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LETTER FROM THE BOARD

Completion of the Call Option Deed shall take place on or before the third Business Day following the day on which the satisfaction or waiver of the last condition precedent in accordance with the Call Option Deed, or such other date as the parties may agree in writing.

REASONS FOR AND EFFECTS OF THE TRANSACTIONS

The principal business activity of the Company is investment holding. The principal activities of the subsidiaries and associated companies of the Company include investment holding, property investment, property development, retail business, food business, property management, securities investment, treasury investment, money lending, banking and other related financial services. Following Completion, the Group will cease to have any equity interest in the Target.

The management of the Company is of the view that the business environment of the Target Group will remain competitive. The Target Group’s Retail Business is currently in the development phase and will require further capital injection in order to open additional department stores to benefit from meaningful economies of scale. In view of that, the Board (including the independent non-executive Directors) consider that the Transactions represent a good opportunity to realise its investment in the Target Group and redeploy the fund for investment in its other existing businesses. None of the Directors has a material interest in the Agreement and the transactions contemplated thereunder (including the execution of the Escrow Agreement, the Brand Transfer Deed and the Call Option Deed) save for Dr. Mochtar Riady, Mr. James Tjahaja Riady and Mr. Stephen Riady who have deemed interests in Lippo Cayman which is interested in approximately 35% of the issued share capital of Multipolar. Lippo Cayman is wholly owned by Lanius Limited, the trustee of a discretionary trust, of which Dr. Mochtar Riady is the founder and the beneficiaries of the trust include Dr. Mochtar Riady, Mr. James Tjahaja Riady, Mr. Stephen Riady and their respective family members. Accordingly, Dr. Mochtar Riady, Mr. James Tjahaja Riady and Mr. Stephen Riady would have material interests in the Agreement and the transactions contemplated therein due to their respective deemed interests in Lippo Cayman and would be required to abstain from voting on the relevant board resolution. Nonetheless, Dr. Mochtar Riady, Mr. James Tjahaja Riady and Mr. Stephen Riady were absent from the relevant board meeting.

The Purchaser, through Matahari, has existing significant interests and expertise in retailing. It will, therefore, be anticipated that the Purchaser is well placed to achieve the necessary economies of scales and to leverage on its retailing expertise.

The Target is currently a wholly-owned subsidiary of the Company and its consolidated results are wholly consolidated in the accounts of the Company. Following Completion, all equity interests in the Target held by the Company would have been sold to the Purchaser and the Target will cease to be a subsidiary of the Company. By reference to the audited consolidated accounts of the Target for the five months ended 31st May, 2010, the Capitalisation, the Subscription and the consideration to be received, and after taking into consideration the relevant expenses incurred in connection with the Transactions and the release of exchange reserve, it is estimated that a non-recurring gain of approximately HK$267 million will be credited to the consolidated income statement of the Company as a result of the Agreement and the transactions contemplated thereunder (including the Brand Transfer Deed). The value of the Call Option at Completion has to be included in determining the non-recurring gain and moreover, such value should be determined as at the Completion Date by a valuer. Therefore, the value of the Call Option has yet to be included in the estimation of the non-recurring gain. In addition, since the carrying value of the Target Group to be shared by the Company will change over time, and the accounting

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LETTER FROM THE BOARD

treatments are subject to the auditors’ reviews, it is expected that the actual gain or loss arising from the Agreement and the transactions contemplated thereunder (including the Brand Transfer Deed) to be recorded in the consolidated income statement of the Company for the year ending 31st December, 2010 (assuming Completion takes place on or before 31st December, 2010) will be different from the aforesaid amount. It is expected that as a result of recognition of this non-recurring gain, the consolidated net asset value of the Group attributable to the Shareholders will improve by such amount which is currently estimated at approximately HK$267 million.

The Call Option gives the Company an option (but not an obligation) to acquire 20% enlarged interest in the Retail Business within 3 years after Completion. It is anticipated that this arrangement will allow the Company to observe the business development and financial position of the Retail Business of the Target Group after Completion under the stewardship of Multipolar. If the Retail Business proves to be successful, the Company may consider to exercise the Call Option. At the grant of the Call Option, the Call Option will be recognised as financial asset in the consolidated balance sheet of the Company and measured at fair value which shall be determined by a valuer. The subsequent fair value change will be recognised as profit or loss in the consolidated income statement of the Company.

The Board (including the independent non-executive Directors) consider that the terms of the Agreement, the Escrow Agreement, the Brand Transfer Deed and the Call Option Deed are fair and reasonable, and that the Transactions are in the interests of the Company and the Shareholders as a whole.

GENERAL

Pursuant to the Listing Rules, Multipolar and the Purchaser are regarded as connected persons of the Company. Accordingly, the Agreement and the transactions contemplated thereunder (including the execution of the Escrow Agreement, the Brand Transfer Deed and the Call Option Deed) constitute connected transactions for the Company, and are subject to approval by the Independent Shareholders. As the relevant percentage ratios (as defined under the Listing Rules) in respect of the Transactions are more than 5% but less than 25%, the Agreement and the Transactions constitute discloseable transactions for the Company under the Listing Rules.

The Company established the Independent Board Committee, consisting of Messrs. Edwin Neo, Victor Ha Kuk Yung and King Fai Tsui, the independent non-executive Directors, to advise the Independent Shareholders as to whether (a) the terms of the Agreement and the transactions contemplated thereunder (including the Escrow Agreement, the Brand Transfer Deed and the Call Option Deed) are on normal commercial terms which are fair and reasonable so far as the Independent Shareholders are concerned; and (b) the entering into of the Agreement and the transactions contemplated thereunder (including the execution of the Escrow Agreement, the Brand Transfer Deed and the Call Option Deed) are in the interests of the Company and the Shareholders as a whole. The Company has also appointed First Shanghai as the Independent Financial Adviser, to make recommendations to the Independent Board Committee and the Independent Shareholders in this regard.

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LETTER FROM THE BOARD

Skyscraper Realty Limited (‘‘Skyscraper’’), a wholly-owned subsidiary of Lippo, was interested in 6,544,696,389 Shares (representing approximately 71.21% of the issued share capital of the Company) as at the Latest Practicable Date. Skyscraper and its associates are required to abstain from voting at the EGM to approve the Agreement and the transactions contemplated thereunder (including the execution of the Escrow Agreement, the Brand Transfer Deed and the Call Option Deed).

EGM

A notice of the EGM is set out on pages 45 and 46 of this circular.

Whether or not you intend to attend the EGM, you are requested to complete and return the form of proxy accompanying with this circular in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of a form of proxy will not preclude you from attending and voting at the EGM or adjournment thereof in person should you so desire.

VOTING BY POLL AT GENERAL MEETINGS

Pursuant to the requirements under the Listing Rules, any votes of shareholders at a general meeting must be taken by poll. Therefore, the chairman of the EGM will exercise his power under the articles of association of the Company to demand a poll for the relevant resolution put forward at the EGM. The Company will appoint scrutineers to handle vote-taking procedures at the EGM. The results of the poll will be published on the Stock Exchange’s website at www.hkexnews.hk and the Company’s website at www.lcr.com.hk as soon as possible after the conclusion of the EGM.

RECOMMENDATION

Having considered the advice given by the Independent Financial Adviser and the principal factors and reasons taken into consideration by them in arriving at its advice, the Independent Board Committee is of the opinion that (a) the terms of the Agreement and the transactions contemplated thereunder (including the Escrow Agreement, the Brand Transfer Deed and the Call Option Deed) are on normal commercial terms which are fair and reasonable so far as the Independent Shareholders are concerned; and (b) the entering into of the Agreement and the transactions contemplated thereunder (including the execution of the Escrow Agreement, the Brand Transfer Deed and the Call Option Deed) are in the interests of the Company and the Shareholders as a whole. Accordingly, the Independent Board Committee recommends the Independent Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

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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 respective advice to the Independent Shareholders, and additional information set out in Appendix III to this circular.

Yours faithfully, By Order of the Board LIPPO CHINA RESOURCES LIMITED John Luen Wai Lee Director

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APPENDIX I LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the full text of a letter to the Independent Shareholders from the Independent Board Committee prepared for the purpose of incorporation into this circular:

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

LIPPO CHINA RESOURCES LIMITED 力寶華潤有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 156)

22nd September, 2010

To the Independent Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTIONS PROPOSED SALE OF THE RETAIL BUSINESS

We have been appointed as members of the Independent Board Committee to advise the Independent Shareholders in respect of the Agreement and the transactions contemplated thereunder (including the execution of the Escrow Agreement, the Brand Transfer Deed and the Call Option Deed), details of which are set out in the ‘‘Letter from the Board’’ contained in the circular of the Company (the ‘‘Circular’’) dated 22nd September, 2010 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 First Shanghai, in its capacity as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Agreement and the transactions contemplated thereunder (including the execution of the Escrow Agreement, the Brand Transfer Deed and the Call Option Deed), as set out in the ‘‘Letter from the Independent Financial Adviser’’ in Appendix II to the Circular.

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APPENDIX I LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having taken into account the advice of, and the principal factors and reasons considered by First Shanghai in relation thereto, we consider that (a) the terms of the Agreement and the transactions contemplated thereunder (including the Escrow Agreement, the Brand Transfer Deed and the Call Option Deed) are on normal commercial terms which are fair and reasonable so far as the Independent Shareholders are concerned; and (b) the entering into of the Agreement and the transactions contemplated thereunder (including the execution of the Escrow Agreement, the Brand Transfer Deed and the Call Option Deed) are in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

Yours faithfully,

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

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APPENDIX II LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of a letter received from First Shanghai setting out its advice to the Independent Board Committee and the Independent Shareholders in respect of the Agreement and the transactions contemplated thereunder for inclusion in this circular.

==> picture [106 x 46] intentionally omitted <==

FIRST SHANGHAI CAPITAL LIMITED

19th Floor, Wing On House 71 Des Voeux Road Central Hong Kong

22nd September, 2010

To the Independent Board Committee and the Independent Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTIONS PROPOSED SALE OF THE RETAIL BUSINESS

INTRODUCTION

We refer to our engagement to advise the Independent Board Committee and the Independent Shareholders in respect of the Agreement and the transactions contemplated thereunder (including the execution of the Escrow Agreement, the Brand Transfer Deed and the Call Option Deed), details of which are set out in the circular of the Company dated 22nd September, 2010 (the ‘‘Circular’’) to the Shareholders of which this letter forms a part. 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 7th August, 2010, the Vendor (a wholly-owned subsidiary of the Company) entered into the Agreement with the Company, the Purchaser (a wholly-owned subsidiary of Multipolar) and Multipolar, to sell the Retail Business which is carried on by the Target Group under the trade name ‘‘Robbinz’’ to the Purchaser for an aggregate cash consideration of HK$345,000,000 (the ‘‘Consideration’’). The Target Group operates two department stores in the PRC and a new store is expected to be opened by the end of 2010. Since certain amounts of the Consideration will be paid by the Purchaser to the Vendor by instalments after Completion, the Escrow Agreement will be entered into on Completion for holding of the relevant share certificates representing the Sale Shares so as to safeguard the interests of the Vendor.

On and subject to Completion, the Vendor has agreed to procure LCR Ltd. to assign and transfer the Brand Rights to the Purchaser (or its nominee) by the entering into of the Brand Transfer Deed. In consideration for the Vendor and the Company executing the Agreement, the Purchaser has agreed to grant the Vendor the Call Option to acquire the Option Shares, subject to and in accordance with the Call Option Deed to be executed at Completion.

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APPENDIX II LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Pursuant to the Listing Rules, Multipolar and the Purchaser are regarded as connected persons of the Company. Accordingly, the Agreement and transactions contemplated thereunder (including the execution of the Escrow Agreement, the Brand Transfer Deed and the Call Option Deed) constitute connected transactions for the Company, and are subject to approvals by the Independent Shareholders.

The Independent Board Committee, comprising all the independent non-executive Directors, namely Messrs. Edwin Neo, Victor Ha Kuk Yung and King Fai Tsui, has been established to advise the Independent Shareholders on the Transactions. We, First Shanghai Capital Limited, have been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

In putting forth our opinion and recommendation, we have relied on the accuracy of the information and representations included in the Circular and provided to us by the Directors and management of the Company, and have assumed that all such information and representations made or referred to in the Circular and provided to us by the Directors and management of the Company were true at the time they were made and continued to be true up to the time of the holding of the EGM. We have also assumed that all statements of belief, opinion and intention made in the Circular were reasonably made after due enquiry. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors and management of the Company and have been advised that no material facts have been withheld or omitted from the information provided and referred to in the Circular. We consider that we have reviewed sufficient information to reach an informed view and to justify reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our advice. We have not, however, conducted any independent verification of the information included in the Circular and provided to us by the Directors and management of the Company nor have we conducted any form of investigation into the business, affairs or future prospects of the Group, Multipolar, the Purchaser and the Target Group.

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APPENDIX II LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion, we have considered the following principal factors and reasons:

Information on the Group and the Target Group
(i) Information on the Group

The principal activity of the Company is investment holding. The Company together with its subsidiaries and associated companies are principally engaged in investment holding, property investment, property development, retail business, food business, property management, securities investment, treasury investment, money lending, banking and other related financial services. Set out below is a summary of the financial information of the Group as extracted from the annual report of the Company for the year ended 31st December, 2009 (the ‘‘2009 Annual Report’’) and the interim results of the Company for the six months ended 30th June, 2010 (the ‘‘2010 Interim Results’’):

				For the
		For the	For the	six months
		year ended	year ended	ended
	31st	December,	31st December,	30th June,
		2008	2009	2010
	(HK$ million)		(HK$ million)	(HK$ million)
		(audited)	(audited)	(unaudited)
Revenue		379.1	1,353.4	194.0
Gross profit		192.1	436.2	104.4
(Loss)/Profit before tax		(515.5)	410.5	431.3
(Loss)/Profit for the
year/period		(441.2)	321.9	296.6

The Group recorded total revenue of approximately HK$1,353.4 million for the year ended 31st December, 2009, representing an increase of approximately 257.0%, as compared to the year ended 31st December, 2008. Property development, property investment and retail business were the principal sources of revenue of the Group.

The increase in the Group’s total revenue for the year ended 31st December, 2009 was primarily driven by the growth of revenue from the property development and property investment segments which soared from approximately HK$193.7 million for the year ended 31st December, 2008 to approximately HK$1,154.1 million for the year ended 31st December, 2009. Revenue from the property development and property investment businesses represented approximately 85.3% of the Group’s total revenue for the year ended 31st December, 2009. Moreover, given the recovery in the property markets, the Group recorded a fair value gain on investment properties of approximately HK$221.6 million for the year ended 31st December, 2009 as compared to a loss of approximately HK$245.7 million in the previous year. Overall, the segment results of the property development and property investment of the Group improved from a loss of approximately HK$36.0 million for the year ended 31st December, 2008 to a gain of approximately HK$584.1 million for the year ended 31st December, 2009.

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APPENDIX II LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Group operates its retail business principally through the Target Group. As set out in the 2009 Annual Report, turnover generated from the retail business segment increased by approximately 9.6% to HK$131.6 million for the year ended 31st December, 2009, which represented approximately 9.7% of the total revenue of the Group in 2009. However, the retail business has been loss making, which recorded segment losses of approximately HK$174.3 million and HK$164.3 million for the years ended 31st December, 2008 and 2009, respectively. For further details of the Retail Business carried out by the Target Group, please refer to the paragraph headed ‘‘Information on the Target Group and the Retail Business’’ below.

Overall, as a result of the improvement in the Group’s property development and property investment businesses, the Group turned around from a net loss of approximately HK$441.2 million for the year ended 31st December, 2008 to a net profit of approximately HK$321.9 million for the year ended 31st December, 2009.

For the six months ended 30th June, 2010, the Group recorded revenue and gross profit of approximately HK$194.0 million and HK$104.4 million respectively. Net profit of the Group for the six months ended 30th June, 2010 amounted to approximately HK$296.6 million, which was mainly enhanced by fair value gains on investment properties of approximately HK$521.4 million. For the six months ended 30th June, 2010, the Group did not record any revenue from the property development business, whereas the property investment businesses generated revenue of approximately HK$88.8 million, representing approximately 45.8% of the Group’s total revenue, and recorded segment result of approximately HK$627.8 million after the inclusion of fair value gains on investment properties. On the other hand, retail business of the Group contributed revenue of approximately HK$81.9 million, representing approximately 42.2% of the Group’s total revenue, but resulted in a segment loss of approximately HK$64.2 million.

As stated in the 2010 Interim Results, net assets attributable to equity holders of the Company amounted to approximately HK$3,516.6 million as at 30th June, 2010. In addition, the gearing ratio (the ‘‘Gearing Ratio’’) of the Group, which is calculated by dividing its total borrowings, net of minority interests, by total shareholders’ equity, improved from approximately 40.7% as at 31st December, 2009 to approximately 36.9% as at 30th June, 2010.

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APPENDIX II LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(ii) Information on the Target Group and the Retail Business

The Target is currently a wholly-owned subsidiary of the Company and is principally engaged in the Retail Business. The Retail Business has been mainly financed by the Shareholder’s Loans since the commencement of business in late 2007. The Target Group is currently operating two department stores under the trade name ‘‘Robbinz’’ in Tianjin and Chengdu with total gross floor area of approximately 126,000 square metres and a new Robbinz store, with a gross floor area of approximately 22,000 square metres, is expected to be opened in Yangzhou, Jiangsu Province by the end of 2010, where each of the department stores is leased from independent third parties. Key financial information for the two years ended 31st December, 2009 and the five months ended 31st May, 2010 of the Target Group, which are extracted from the Target Group’s management accounts for the two years ended 31st December, 2009 and the audited accounts for the five months ended 31st May, 2010 prepared in accordance with the International Financial Reporting Standards, are summarised as follows:

				For the
		For the	For the	five months
		year ended	year ended	ended
		31st December,	31st December,	31st May,
		2008	2009	2010
		(HK$ million)	(HK$ million)	(HK$ million)
		(unaudited)	(unaudited)	(audited)
Total	operating revenue	85.0	111.3	71.1
Loss	from operations	(129.4)	(138.1)	(53.2)
Loss	for the year/period	(129.4)	(140.0)	(53.2)

As disclosed in the 2009 Annual Report, the Tianjin store has optimized its merchandise mix by introducing more competitive brands and direct-sales products. Given a wider product variety and more effective marketing and promotion campaigns, the Tianjin store successfully attracted more customers. During the year ended 31st December, 2009, improvement works have been carried out to enhance the shopping environment in the Chengdu store and its product mix has also been optimized to foster patronage and performance. As a result, total operating revenue of the Target Group increased from approximately HK$85.0 million for the year ended 31st December, 2008 to approximately HK$111.3 million for the year ended 31st December, 2009, representing an increase of approximately 30.9%. Total operating revenue of the Target Group amounted to approximately HK$71.1 million for the five months ended 31st May, 2010, which was mainly contributed by (i) commission from concessionaire sales at the department stores; (ii) rental income from the leasing of floor space of the department stores; and (iii) direct sales of goods.

Although the revenue of the Target Group increased, operating costs of the Target Group also increased for the year ended 31st December, 2009. As advised by the management of the Company, the increase in operating costs from approximately HK$214.4 million for the year ended 31st December, 2008 to approximately HK$249.4 million for the year ended 31st December, 2009 was mainly attributable to (i) increase in cost of goods sold in relation to the direct sales business of the Target Group due to increased promotional activities; (ii) higher staff costs incurred; and

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APPENDIX II LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(iii) further renovation works to improve the shopping environment. Operating costs of the Target Group amounted to approximately HK$124.3 million for the five months ended 31st May, 2010, which was principally made up of (i) rental expenses to lease the department stores; (ii) consulting fees in relation to the development of the new store at Yangzhou; and (iii) staff costs to operate the department stores.

As at 31st May, 2010, the Target Group recorded audited consolidated net deficit of approximately HK$425.3 million, which principally comprised (i) fixed assets of approximately HK$192.3 million, of which approximately HK$186.1 million was contributed by leasehold improvements, being renovations of the department stores; (ii) deferred rental of approximately HK$165.1 million which was recorded as non-current liabilities and calculated as the difference between rental expense recognized on straight-line basis and actual rental expense paid; and (iii) deposit for future subscription of approximately HK$464.5 million which was the Shareholder’s Loans as at 31st May, 2010 to be capitalised.

2. Reasons for and benefits of the Transactions

Since the commencement of business in late 2007, the Retail Business has been loss making. As mentioned in the paragraph headed ‘‘Information on the Target Group and the Retail Business’’ above, the Target Group suffered losses for the two years ended 31st December, 2009 and the five months ended 31st May, 2010 and recorded net deficit as at 31st May, 2010. Moreover, retail business was the only principal business segment of the Group that was loss making for the year ended 31st December, 2009 and the management of the Company is of the view that the business environment of the Target Group will remain competitive. Furthermore, as set out in the letter from the Board, the Retail Business is currently in the development stage and will require further capital commitment in order to open additional department stores to benefit from economies of scale. Having considered (i) the Target Group has been loss making and recorded net deficit; (ii) further capital commitment is required to develop the Target Group; and (iii) the entering into of the Agreement provides an opportunity for the Group to promptly dispose of the Retail Business which can stop loss attributable to the Group and discontinue further capital investment required by the Retail Business, we concur with the view of the Directors that the entering into of the Agreement can provide an opportunity for the Group to realise its investment in the Target Group and redeploy the fund for investment in its other existing businesses and is in the interest of the Company and the Shareholders as a whole.

Under the Agreement, the Vendor has also provided non-competition undertaking to the Purchaser where the Vendor and its subsidiaries would not use the Brands after the Completion Date and would not compete nor detriment the Target Group within two years after the Completion Date. Having taken into account that the Group has decided to exit from the Retail Business and the Brands will be transferred to the Purchaser as illustrated in the paragraph below, we are of the view that the provision of the non-competition undertakings under the Agreement is reasonable.

To dispose of the Retail Business to the Purchaser, the Brand Transfer Deed for the assignment and transfer of the Brands that are used for the Retail Business to the Purchaser will be entered into by the parties on Completion. Currently, LCR Ltd., which is a wholly-owned subsidiary of the Vendor and does not form part of the Target Group, is the registered proprietor and/or applicant for the registration of the Brands. Having considered that (i) the Retail Business will be owned and operated by the Purchaser; (ii) the Brands are

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APPENDIX II LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

exclusively used by the Retail Business; and (iii) the Brands will not be used by the Vendor given the non-competition undertaking provided by the Vendor under the Agreement, we are of the view that the assignment and transfer of the Brands to the Purchaser upon Completion is reasonable.

Although the Target Group will be disposed of by the Group to the Purchaser upon Completion, the Call Option Deed grants the Group the Call Option to acquire 20% enlarged interest of the Target at any time within three years after Completion. Having considered that (i) the Retail Business of the Target Group will be operated by the Purchaser, whose parent company has significant interests and expertise in the retail sector through Matahari, may improve the performance of the Target Group; (ii) the Call Option Deed provides a timeframe of three years after Completion for the Group to observe the performance of the Target Group and offers a right for the Group to buy back part of the Target Group if it proves to be successful at a consideration to be determined after arm’s length negotiations between the Purchaser and the Vendor; and (iii) exercise of the Call Option is at the discretion of the Vendor and no premium is paid or payable by the Vendor for the grant of the Call Option, we are of the view that the entering into of the Call Option Deed is in the interest of the Company and the Shareholders as a whole. Nonetheless, the Independent Shareholders should also aware that the exercise or non-exercise of the Call Option, including the aggregate consideration payable upon the exercise of the Call Option, shall be subject to the compliance with the Listing Rules including approvals by the independent shareholders of the Company and Lippo (if required) at the time of exercise of the Call Option.

The aggregate amount of Consideration under the Agreement will be settled by instalments, details of which are set out in the section headed ‘‘Evaluation of the Consideration’’ below. After taking into account that a substantial portion of the Consideration will be paid after Completion and the entering into of the Escrow Agreement can safeguard the interest of the Group by returning the Sale Shares to the Group upon default payment of the Consideration, we consider that the entering into of the Escrow Agreement is in the interest of the Company and the Shareholders as a whole.

Based on the above analyses, we concur with the view of the Directors that the entering into of the Agreement and the transactions contemplated thereunder (including the execution of the Escrow Agreement, the Brand Transfer Deed and the Call Option Deed, which are part and parcel to each other) are in the interests of the Company and the Shareholders as a whole.

3. Evaluation of the Consideration

Pursuant to the terms of the Agreement, the Consideration payable for the sale and purchase of the Sale Shares together with the assignment and the transfer of the Brand Rights shall be HK$345,000,000, which shall be payable by the Purchaser to the Vendor by instalments, in the following manner:

(i) HK$136,000,000 shall be payable by the Purchaser in cash at Completion;
(ii) HK$103,666,660 shall be payable by the Purchaser in cash on the date falling 6 months from the Completion Date, or if such date is not a Business Day, then the immediately following Business Day; and

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APPENDIX II LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(iii) the balance, being HK$105,333,340 shall be payable by the Purchaser in cash on the first anniversary of the Completion Date, or if such first anniversary is not a Business Day, then the immediately following Business Day.

As set out in the letter from the Board, the Consideration has been determined after arm’s length negotiations between the Purchaser and the Vendor principally by reference to (i) the financial position of the Target Group; (ii) the outstanding amount of the Shareholder’s Loans advanced by the Vendor to the Target; (iii) the additional expenditures agreed to be paid by the Vendor for the Retail Business between the date of the Agreement and prior to Completion of approximately US$3.48 million (equivalent to approximately HK$27.1 million); and (iv) the deferred payment structure.

Given that the Retail Business has been reporting losses since its establishment and had not declared any dividends to its shareholders, we consider that cash flow or earning basis for evaluation of the Consideration is not appropriate in the present case. Pursuant to the terms of the Agreement, the Shareholder’s Loans in the amount of approximately HK$484.6 million will be capitalised and the Vendor will further subscribe for the Subscription Share by injecting additional funds of approximately US$3.48 million (equivalent to approximately HK$27.1 million) prior to Completion. Accordingly, based on the net deficit of the Target Group of approximately HK$425.3 million as at 31st May, 2010 and after taking into account the capitalisation of the Shareholder’s Loans and the subscription of the Subscription Share, the Target Group would have net assets of approximately HK$86.4 million. In assessing the fairness and reasonableness of the Consideration, after taking into account the Consideration amounted to HK$345 million, we have researched into the market ratings of all companies which (i) are listed on the Stock Exchange; and (ii) are principally engaged in the operation of department stores in the PRC with market capitalisation of less than HK$10 billion, which we consider being fair and reasonable to compare with the Target Group. Based on the aforesaid criteria, we have identified, to the best of our knowledge, two companies listed on the Stock Exchange (the ‘‘Comparable Companies’’). Set out below is a table comparing the price-to-book ratio (‘‘P/B Ratio’’) of the Target Group represented by the Consideration against those of the Comparable Companies:

		Closing price
		as at the Latest
	Market	Practicable
Name of company (stock code)	capitalization	Date	P/B Ratio
	(HK$ million)	(HK$)
PCD Stores (Group) Limited (331)	9,548.5	2.26	3.27
Jiahua Stores Holdings Limited (602)	415.0	0.40	0.96
The Target Group (note)			3.99

Source: the website of the Stock Exchange

Note: Based on the net deficit of the Target Group as at 31st May 2010 after taking into account the capitalisation of the Shareholder’s Loans and the subscription of the Subscription Share to be taken place prior to Completion.

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APPENDIX II LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As shown in the table above, the P/B Ratios of those Comparable Companies listed on the Stock Exchange are 0.96 and 3.27. The P/B Ratio of the Target Group represented by the Consideration is above the P/B Ratios for all the Comparable Companies which is in the interest of the Company and its Shareholders as a whole.

Given (i) the loss making financial performance of the Target Group; (ii) the Retail Business is still in development stage which requires further capital commitment to open additional stores to achieve economies of scale; and (iii) repayment of all or part of the Shareholder’s Loans advanced by the Vendor are not expected to be taken place in the near future, we consider that the entering into of the Agreement at the Consideration of HK$345.0 million with the implied P/B Ratio is above the P/B Ratios for all the Comparable Companies and the proceeds after netting off the Subscription funds of approximately US$3.48 million (equivalent to approximately HK$27.1 million) and the estimated relevant expenses incurred in connection with the Transactions of approximately HK$3.0 million, of approximately HK$314.9 million provides an opportunity for the Group to (i) realise its investment in the Retail Business and a majority portion of the Shareholder’s Loans and (ii) stop loss attributable to the Group and discontinue any further capital commitment required by the Target Group.

Despite the Purchaser will pay the Consideration by instalments by the first anniversary of the Completion Date, after taking in account the Shareholder’s Loans are unsecured, interest-free and have no fixed repayment terms and the loss making financial performance of the Target Group, we consider that it is acceptable for the Group to receive the Consideration by instalments with the Escrow Agreement to safeguard the interest of the Group for any default payments.

Having considered the above principal factors, we are of the view that the terms of the Agreement, including the Consideration and its payment terms, are fair and reasonable so far as the Independent Shareholders are concerned.

4. Possible financial effects of the Transactions to the Group

Immediately following Completion, the Group will cease to hold any equity interest in the Target Group and the Target Group will not be a subsidiary of the Company. Therefore, the consolidated results of the Target Group will no longer be consolidated in the accounts of the Group following Completion.

(i) Earnings

As set out in the letter from the Board, it is estimated that a non-recurring gain of approximately HK$267.4 million will be credited to the consolidated statement of comprehensive income of the Company (the ‘‘Disposal Gain’’). The Disposal Gain represents the difference between the aggregate amount of Consideration received and the aggregate of, amongst others, (i) the relevant expenses incurred for the Transactions; (ii) the net deficit of the Target Group as at 31st May, 2010; (iii) the amount of Shareholder’s Loans to be capitalized; and (iv) the additional expenditures agreed to be paid by the Vendor for the Retail Business between the date of the Agreement and prior to Completion which will be injected via the Subscription.

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APPENDIX II LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Independent Shareholders should note that the value of the Call Option has to be included in determining the Disposal Gain and the actual amount of the Disposal Gain that arises from the Transactions would be determined on the Completion Date. Since the fair value of the assets and liabilities of the Target Group may be substantially different from the estimates used for the estimated gain as mentioned above and the value of the Call Option which will be determined by a valuer at Completion has to be included in calculating the Disposal Gain, the actual amount of the Disposal Gain arising from the Transactions may be different from the estimated Disposal Gain. The amount of the Disposal Gain arising from the Transactions will be recognised in the consolidated statement of comprehensive income of the Company subsequent to the Completion.

As the Target Group has been loss making in the past, save for the one-off Disposal Gain mentioned above, the Transactions are expected to have positive impact to the earnings of the Group upon Completion.

(ii) Net asset value

According to the 2010 Interim Results, the unaudited consolidated net assets attributable to equity holders of the Company as at 30th June, 2010 amounted to approximately HK$3,516.6 million. In view of the expected one-off Disposal Gain of approximately HK$267.4 million to be realised as a result of the Agreement and the transactions contemplated thereunder as discussed above, the Transactions are expected to have positive impact to the net asset value of the Group upon Completion.

In addition, the Call Option would be recognized as financial assets at fair value through profit or loss in the consolidated statement of financial position of the Company following Completion. According to the accounting policies of the Company, any changes in fair value of the Call Option will be recognized in the consolidated statement of comprehensive income of the Company.

(iii) Working capital and gearing

As set out in the 2010 Interim Results, total bank loans of the Group amounted to approximately HK$1,318.3 million and the Gearing Ratio was approximately 36.9% as at 30th June, 2010. The estimated net proceeds from the Transactions of approximately HK$314.9 million, being the Consideration of HK$345.0 million after netting off the Subscription funds of approximately US$3.48 million (equivalent to approximately HK$27.1 million) and the estimated relevant expenses incurred in connection with the Transactions of approximately HK$3.0 million, will enhance the working capital and cash resources of the Group and will lower the Gearing Ratio upon Completion.

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APPENDIX II LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RECOMMENDATION

Having considered the abovementioned principal factors and reasons, we consider that the entering into of the Agreement and the transactions contemplated thereunder (including the execution of the Escrow Agreement, the Brand Transfer Deed and the Call Option Deed) are in the interests of the Company and the Shareholders as a whole and the terms of the Agreement (including the Escrow Agreement, the Brand Transfer Deed and the Call Option Deed, which are part and parcel to each other) are on normal commercial terms which are fair and reasonable so far as the Independent Shareholders are concerned.

Accordingly, we recommend the Independent Board Committee to advise, and we ourselves advise, the Independent Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

Yours faithfully, For and on behalf of

First Shanghai Capital Limited

Helen Zee Fanny Lee Managing Director Deputy Managing Director

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APPENDIX III

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or 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

Interests in shares and underlying shares of the Company and associated corporations

(a) The Company

Name of Director Mochtar Riady James Tjahaja Riady Stephen Riady John Luen Wai Lee Leon Nim Leung Chan Edwin Neo King Fai Tsui Victor Ha Kuk Yung	Number of Shares Other interests 6,544,696,389 Notes (i) and (ii) 6,544,696,389 Notes (i) and (ii) 6,544,696,389 Notes (i) and (ii) — — — — —	Number of underlying Shares Personal interests (held as beneficial owner) Options# — — — 22,000,000 3,000,000 2,300,000 2,300,000 2,300,000	Total interests 6,544,696,389 6,544,696,389 6,544,696,389 22,000,000 3,000,000 2,300,000 2,300,000 2,300,000	Approximate percentage of total interests in the issued share capital
				71.21 71.21 71.21 0.24 0.03 0.03 0.03 0.03

The options were granted on 17th December, 2007 without consideration under the share option scheme adopted by the Company (the ‘‘Share Option Scheme’’). The above options could not be exercised from the date of grant to 16th June, 2008. 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.

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GENERAL INFORMATION

APPENDIX III

(b) Lippo

Name of Director	Number of ordinary shares of HK$0.10 each in Lippo	Number of ordinary shares of HK$0.10 each in Lippo	Number of underlying ordinary shares of HK$0.10 each in Lippo	Number of underlying ordinary shares of HK$0.10 each in Lippo	Total interests	Approximate percentage of total interests in the issued share capital
	Personal interests (held as beneficial owner)	Other interests	Personal interests (held as beneficial owner)	Other interests
Mochtar Riady James Tjahaja Riady Stephen Riady John Luen Wai Lee Leon Nim Leung Chan Edwin Neo King Fai Tsui Victor Ha Kuk Yung	— — — 1,031,250 — — — —	319,322,219 Note (i) 319,322,219 Note (i) 319,322,219 Note (i) — — — — —	Options* Warrants@ — — — — — — 1,125,000 103,125 193,750 — 162,500 — 162,500 — 162,500 —	Warrants@ 35,312,240 Note (i) 35,312,240 Note (i) 35,312,240 Note (i) — — — — —	354,634,459 354,634,459 354,634,459 2,259,375 193,750 162,500 162,500 162,500	70.87 70.87 70.87 0.45 0.04 0.03 0.03 0.03

The options were granted on 17th December, 2007 without consideration under the share option scheme adopted by Lippo (the ‘‘Lippo Share Option Scheme’’). The above options could not be exercised from the date of grant to 16th June, 2008. 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 initial exercise price of HK$6.98 per share (subject to adjustment). Pursuant to the rights issue of new shares of Lippo in June 2008 on the basis of one rights share for every four shares held, the number of ordinary shares to be subscribed for subject to the options was increased and the exercise price was adjusted from HK$6.98 per share to HK$5.58 per share (subject to adjustment) with effect from 27th June, 2008. None of the options were exercised by any of the above Directors since they were granted.
@ The holders of the warrants of Lippo are entitled to subscribe for ordinary shares of HK$0.10 each in Lippo at a subscription price of HK$4.70 per share (subject to adjustment) during the period from 4th July, 2008 to 4th July, 2011 (both dates inclusive).

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GENERAL INFORMATION

APPENDIX III

(c) Hongkong Chinese Limited (‘‘HKC’’)

Name of Director	Number of ordinary of HK$1.00 each in	Number of ordinary of HK$1.00 each in	shares HKC	Number of underlying ordinary shares of HK$1.00 each in HKC	Number of underlying ordinary shares of HK$1.00 each in HKC	Number of underlying ordinary shares of HK$1.00 each in HKC	Total interests	Approximate percentage of total interests in the issued share capital
	Personal interests (held as beneficial owner)	Family interests (interest of spouse)	Other interests	Personal interests (held as beneficial owner)	Family interests (interest of spouse)	Other interests
Mochtar Riady James Tjahaja Riady Stephen Riady John Luen Wai Lee King Fai Tsui Leon Nim Leung Chan Victor Ha Kuk Yung	— — — 270 — — —	— — — 270 67,500 — —	1,014,222,978 Notes (i) and (iii) 1,014,222,978 Notes (i) and (iii) 1,014,222,978 Notes (i) and (iii) — — — —	Options^ Warrants+ — — — — — — 4,590,000 30 607,500 — 810,000 — 607,500 —	Warrants+ — — — 30 7,500 — —	Warrants+ 106,765,641 Notes (i) and (iii) 106,765,641 Notes (i) and (iii) 106,765,641 Notes (i) and (iii) — — — —	1,120,988,619 1,120,988,619 1,120,988,619 4,590,600 682,500 810,000 607,500	61.71 61.71 61.71 0.25 0.04 0.04 0.03

^ The options were granted on 17th December, 2007 without consideration under the share option scheme adopted by HKC (the ‘‘HKC Share Option Scheme’’). The above options could not be exercised from the date of grant to 16th June, 2008. 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 initial exercise price of HK$1.68 per share (subject to adjustment). Pursuant to the rights issue of new shares of HKC in June 2008 on the basis of seven rights shares for every twenty shares held, the number of ordinary shares to be subscribed for subject to the options was increased and the exercise price was adjusted from HK$1.68 per share to HK$1.24 per share (subject to adjustment) with effect from 27th June, 2008. None of the options were exercised by any of the above Directors since they were granted.
- The holders of the warrants of HKC are entitled to subscribe for ordinary shares of HK$1.00 each in HKC at a subscription price of HK$1.25 per share (subject to adjustment) during the period from 4th July, 2008 to 4th July, 2011 (both dates inclusive).

Note:

(i) As at the Latest Practicable Date, 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 (‘‘Lippo Capital’’), J & S Company Limited and Huge Returns Limited, and its subsidiary, Lippo Securities Limited (‘‘Lippo Securities’’), was directly and indirectly interested in an aggregate of 319,322,219 ordinary shares and HK$165,967,528 warrants giving rise to an interest of 35,312,240 underlying ordinary shares of Lippo, totalling 354,634,459 ordinary shares and underlying ordinary shares of HK$0.10 each in, representing approximately 70.87% of the issued share capital of, Lippo. Lippo Securities is a wholly-owned subsidiary of HKC which in turn is a 55.83% subsidiary of Lippo. Lanius Limited (‘‘Lanius’’), an associated corporation (within the meaning of Part XV of the SFO) of the Company, is the registered shareholder of 10,000,000 ordinary shares of US$1.00 each in, representing 100% of the issued share capital of, Lippo Cayman. Lanius is the trustee of a discretionary trust, of which Dr. Mochtar Riady is the founder and in accordance with whose instructions Lanius is accustomed to act. Dr. Mochtar Riady does not have any interests in the share capital of Lanius. The beneficiaries of the trust include Dr. Mochtar Riady, Mr. James Tjahaja Riady, Mr. Stephen Riady and their respective family members. Dr. Mochtar Riady, as the founder and beneficiary of the trust, and Messrs. James Tjahaja Riady and Stephen Riady, as beneficiaries of the trust, are taken to be interested in Lippo Cayman under the SFO.

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APPENDIX III

GENERAL INFORMATION

(ii) As at the Latest Practicable Date, Lippo was indirectly interested in 6,544,696,389 Shares, representing approximately 71.21% of the issued share capital of the Company.
(iii) As at the Latest Practicable Date, Lippo, through its wholly-owned subsidiary and Lippo Securities, was indirectly interested in an aggregate of 1,014,222,978 ordinary shares and HK$133,457,051.25 warrants giving rise to an interest of 106,765,641 underlying ordinary shares of HKC, totalling 1,120,988,619 ordinary shares and underlying ordinary shares of HK$1.00 each in, representing approximately 61.71% of the issued share capital of, HKC.
(iv) The percentages of issued share capital stated in this section were arrived based on the issued share capital of each of the Company, Lippo and HKC (as the case may be) as at the Latest Practicable Date.

The above interests in the underlying shares of the Company and its associated corporations in respect of options were held pursuant to unlisted physically settled equity derivatives.

The above interests in the underlying shares of the Company’s associated corporations in respect of warrants were held pursuant to listed physically settled equity derivatives.

As at the Latest Practicable Date, Dr. Mochtar Riady, as founder and beneficiary of the aforesaid discretionary trust, and Messrs. James Tjahaja Riady and Stephen Riady, 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:

Name of associated corporation Abital Trading Pte. Limited AcrossAsia Limited Actfield Limited Blue Regent Limited Boudry Limited CRC China Limited Congrad Holdings Limited Cyport Limited East Winds Food Pte Ltd. Fantax Limited First Bond Holdings Limited First Tower Corporation Glory Power Worldwide Limited Grand Peak Investment Limited Grandform Limited Grandhill Asia Limited Great Honor Investments Limited	Class of shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares	Number of shares interested 2 3,669,576,788 (Note a) 1 100 1,000 1 1 1 400,000 (Note b) 1 1 1 (Note c) 1 2 1 1 1	Approximate percentage of interest in the issued share capital
			100 72.45 100 100 100 100 100 100 88.88 100 100 100 100 100 100 100 100

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APPENDIX III

GENERAL INFORMATION

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

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APPENDIX III

GENERAL INFORMATION

Note:

a. The interests included 219,600,000 ordinary shares held by Mideast Pacific Strategic Holdings Limited in which Lippo Cayman controlled a 30% interest.
b. The interests were held by HCB General, a 70% subsidiary of Lippo Cayman.
c. The interest was held by Lippo, a 63.81% subsidiary of Lippo Cayman.
d. The interests were held through Lippo, a 63.81% subsidiary of Lippo Cayman.

As at the Latest Practicable Date, each of Messrs. James Tjahaja Riady and Stephen Riady, as beneficial owners, through their respective nominees, was interested in 5 ordinary shares of HK$1.00 each in, representing 25% of the issued share capital of, Lanius which is the registered shareholder of 10,000,000 ordinary shares of US$1.00 each in, representing 100% of the issued share capital of, Lippo Cayman. Lanius is 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 Tjahaja Riady and Stephen Riady. Dr. Mochtar Riady does not have any interests in the share capital of Lanius but the shareholders of Lanius are accustomed to act in accordance with his instructions.

As at the Latest Practicable Date, Mr. Stephen Riady was interested in 27,493,311 ordinary shares in Auric Pacific Group Limited (‘‘Auric’’), an associated corporation (within the meaning of Part XV of the SFO) of the Company, held by Goldstream Capital Limited, which in turn is a 70% subsidiary of Bravado International Ltd. (‘‘Bravado’’). Mr. Stephen Riady is the beneficial owner of the entire issued capital of Bravado. Mr. Stephen Riady, through his interest in Lippo Cayman as mentioned above, was also taken to be interested in 61,927,335 ordinary shares in Auric. Accordingly, Mr. Stephen Riady was interested and taken to be interested in an aggregate of 89,420,646 ordinary shares in, representing approximately 71.16% of the issued share capital of, Auric under the SFO.

As at the Latest Practicable Date, Mr. John Luen Wai Lee, as a beneficial owner, was also interested in 230,000 ordinary shares of HK$0.01 each in, representing approximately 0.0045% of the issued share capital of, AcrossAsia Limited, an associated corporation (within the meaning of Part XV of the SFO) of the Company.

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

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APPENDIX III

GENERAL INFORMATION

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

(1) none of the Directors or chief executive of the Company had or was deemed to have any interests or short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) (a) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which the Directors and the chief executive of the Company were taken or deemed to have under such provisions of the SFO); or (b) which were required to be entered in the register kept by the Company under Section 352 of the SFO; or (c) which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code; and
(2) none of the Directors or chief executive of the Company nor their spouses or minor children (natural or adopted) were granted or had exercised any rights to subscribe for any equity or debt securities of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

Dr. Mochtar Riady is also a director of both Lippo Cayman and Lippo Capital. Mr. Stephen Riady is also a director of each of Lanius, Lippo Cayman, Lippo Capital, Lippo, First Tower Corporation (‘‘First Tower’’) and Skyscraper Realty Limited (‘‘Skyscraper’’). Mr. John Luen Wai Lee is also a director of each of Lippo, First Tower and Skyscraper. Messrs. Leon Nim Leung Chan, Edwin Neo, Victor Ha Kuk Yung and King Fai Tsui are also directors of 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.

– 39 –

APPENDIX III

GENERAL INFORMATION

3. INTERESTS AND SHORT POSITIONS OF SUBSTANTIAL SHAREHOLDERS AND OTHER PERSONS

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% 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 are as follows:

(i) The Company

		Approximate
		percentage
		of the issued
Name	No. of Shares	share capital
Lippo	6,544,696,389	71.21
Lippo Cayman	6,544,696,389	71.21
Lanius Limited (‘‘Lanius’’)	6,544,696,389	71.21
Madam Lidya Suryawaty	6,544,696,389	71.21

Note (i):

(1) 6,544,696,389 Shares were held by Skyscraper Realty Limited directly as beneficial owner which in turn is a wholly-owned subsidiary of First Tower Corporation (‘‘First Tower’’). First Tower is a wholly-owned subsidiary of Lippo. Lippo Cayman, and through its wholly-owned subsidiaries, Lippo Capital Limited (which owned ordinary shares representing approximately 54.68% of the issued share capital of Lippo), J & S Company Limited and Huge Returns Limited, was directly and indirectly interested in ordinary shares representing approximately 63.81% of the issued share capital of Lippo.
(2) Lanius is the registered shareholder of the entire issued share capital of Lippo Cayman and is the trustee of a discretionary trust, of which Dr. Mochtar Riady is the founder and in accordance with whose instructions Lanius is accustomed to act. The beneficiaries of the trust include Dr. Mochtar Riady and his family members. Madam Lidya Suryawaty is the spouse of Dr. Mochtar Riady. Dr. Mochtar Riady is not the registered holder of any shares in the issued share capital of Lanius.
(3) Lippo’s interests in the Shares were recorded as the interests of Lippo Cayman, Lanius and Madam Lidya Suryawaty. The above Shares related to the same block of Shares that Dr. Mochtar Riady, Mr. James Tjahaja Riady and Mr. 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’’.
(4) All the interests stated above represent long positions.

– 40 –

APPENDIX III

GENERAL INFORMATION

(ii) Jeremiah Holdings Limited (‘‘Jeremiah’’)

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

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

(iii) Nine Heritage Pte Ltd

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

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

(iv) LCR Catering Services Limited

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

Note (iv): 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% 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.

– 41 –

APPENDIX III

GENERAL INFORMATION

4. DIRECTORS’ SERVICE CONTRACTS

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

5. COMPETING INTERESTS OF DIRECTORS AND ASSOCIATES

The Lippo Group (a general reference to the companies (including Lippo Cayman) in which Dr. Mochtar Riady, Mr. James Tjahaja Riady and Mr. Stephen Riady and their respective family members have a direct or indirect interest) is not a legal entity and does not operate as one. Each of the companies in the Lippo Group operates within its own legal, corporate and financial framework. As at the Latest Practicable Date, the Lippo Group might have had or developed interests in business in Hong Kong and other parts in Asia similar to those of the Group and there was a chance that such businesses might have competed with the businesses of the Group.

Other than the independent non-executive Directors, Messrs. Stephen Riady, John Luen Wai Lee and Leon Nim Leung Chan are also directors of Lippo and Hongkong Chinese Limited (‘‘HKC’’), a fellow subsidiary of the Company. Dr. Mochtar Riady is also a director of HKC. Further details of the Directors’ interests in Lippo and HKC are disclosed in the ‘‘ ’’ above section headed Disclosure of Interests . Subsidiaries of Lippo and HKC are also engaged in property investment and property development in Asia Pacific region.

The Directors are fully aware of, and have been discharging, their fiduciary duty to the Company. The Company and the Directors would comply with the relevant requirements of the Company’s articles of association and the Listing Rules whenever a Director has any conflict of interest in the transaction(s) with the Company.

Save as disclosed above, 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

Save for Dr. Mochtar Riady, Mr. James Tjahaja Riady and Mr. Stephen Riady who are deemed to be interested in the Agreement and the Transactions, none of the Directors was materially interested in any contract or arrangement which was entered into by any member of the Group and subsisting at the Latest Practicable Date which was significant in relation to the business of the Group.

– 42 –

APPENDIX III

GENERAL INFORMATION

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, 2009, being the date to which the latest published audited consolidated financial statements of the Company were made up.

7. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31st December, 2009, being the date to which the latest published audited consolidated financial statements of the Company were made up.

8. EXPERT

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

Name

Qualification

First Shanghai Licensed corporation to carry out type 6 (advising on corporate finance) regulated activity under the SFO

(b) As at the Latest Practicable Date, First Shanghai did not have 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 it has any interest, direct or indirect, in any assets which had, since 31st December, 2009, 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) First Shanghai has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter and references to its name in the form and context in which they appear.

9. MISCELLANEOUS

(a) The Secretary of the Company is Ms. Millie Yuen Fun Luk, a fellow member of each of the Institute of Chartered Secretaries and Administrators and the Hong Kong Institute of Chartered Secretaries.
(b) The registered office of the Company is situate at Room 2301, 23rd Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong.
(c) 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.

– 43 –

APPENDIX III

GENERAL INFORMATION

10. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours on any weekday (Saturday and public holiday excluded) at the registered office of the Company which is situate at Room 2301, 23rd Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong from the date of this circular and up to the date of the EGM:

(a) the memorandum and articles of association of the Company;
(b) the Agreement (including final draft of the Escrow Agreement, the Brand Transfer Deed and the Call Option Deed);
(c) the letter from the Independent Board Committee, the text of which is set out in Appendix I to this circular;
(d) the letter from the Independent Financial Adviser, the text of which is set out in Appendix II to this circular;
(e) the written consent from First Shanghai as referred to in the section headed ‘‘Expert’’ in this Appendix;
(f) the published audited consolidated financial statements of the Company for the last two financial years ended 31st December, 2009; and
(g) this circular.

11. LANGUAGE

In the event of inconsistency, the English texts of this circular and form of proxy shall prevail over the Chinese texts.

– 44 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

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

LIPPO CHINA RESOURCES LIMITED 力寶華潤有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 156)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of Lippo China Resources Limited (the ‘‘Company’’) will be held at Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Monday, 11th October, 2010 at 10: 00 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT:

(a) the sale and purchase agreement dated 7th August, 2010 (the ‘‘Sale and Purchase Agreement’’) (a copy of which, signed by the Chairman of the meeting for the purposes of identification, has been produced to the meeting marked ‘‘A’’) entered into among Queenz Limited (the ‘‘Vendor’’, a wholly-owned subsidiary of the Company), the Company (as the Vendor’s guarantor), Mainvest Limited (the ‘‘Purchaser’’) and PT Multipolar Tbk (as the Purchaser’s guarantor), pursuant to which the Vendor has conditionally agreed to sell, and the Purchaser has conditionally agreed to purchase the entire issued share capital of Congrex Limited, and the transactions contemplated under the Sale and Purchase Agreement (including, without limitation, the execution of the call option deed, the escrow agreement and the brand transfer deed, as referred to in the Sale and Purchase Agreement, all of which are annexed in the Sale and Purchase Agreement) be and are hereby approved; and
(b) the directors of the Company be and are hereby authorised to do all such acts and/or things and/or execute all such documents incidental to, ancillary to or in connection with matters contemplated in or relating to the Sale and Purchase Agreement as they may in their absolute discretion consider necessary, desirable or expedient to give effect to the Sale and Purchase Agreement and the implementation of all transactions contemplated thereunder (including, without limitation, the execution of the call option deed, the escrow agreement and the brand transfer deed, as referred to in the Sale and Purchase Agreement) and to agree to such variation, amendment or waiver as are, in the opinion of the directors of the Company, in the interest of the Company.’’

By Order of the Board

LIPPO CHINA RESOURCES LIMITED Millie Luk

Secretary

Hong Kong, 22nd September, 2010

– 45 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Registered Office: Room 2301, 23rd Floor Tower One Lippo Centre 89 Queensway Hong Kong

Notes:

Any member entitled to attend and vote at the meeting is entitled to appoint more than one proxy to attend and vote instead of him. A proxy need not be a member of the Company.
To be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified true copy thereof) must be deposited at the Company’s registered office at Room 2301, 23rd Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or any adjourned meeting thereof should they so desire.
The register of members of the Company will be closed from Saturday, 9th October, 2010 to Monday, 11th October, 2010 (both days inclusive) during which period no transfer of share will be registered. In order to be entitled to attend and vote at the meeting, all transfers of shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s registrars, Tricor Tengis Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4: 30 p.m. on Friday, 8th October, 2010.
At the meeting, the chairman of the meeting will exercise his power under article 86(i) of the articles of association of the Company to put the above resolution to the vote by way of a poll as required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
Should there be any discrepancies between the English and the Chinese versions, the English version shall prevail.

– 46 –

AI assistant

Asiasec Properties Limited — Proxy Solicitation & Information Statement 2010

49086_rns_2010-09-21_ae2ab212-7c02-4f07-a8b1-4a9443ed6112.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

LIPPO CHINA RESOURCES LIMITED 力 寶 華 潤 有 限 公 司

DISCLOSEABLE AND CONNECTED TRANSACTIONS

PROPOSED SALE OF THE RETAIL BUSINESS

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

LIPPO CHINA RESOURCES LIMITED 力 寶 華 潤 有 限 公 司

DISCLOSEABLE AND CONNECTED TRANSACTIONS

PROPOSED SALE OF THE RETAIL BUSINESS

INTRODUCTION

LETTER FROM THE BOARD

THE AGREEMENT

Parties

LETTER FROM THE BOARD

Assets to be sold

LETTER FROM THE BOARD

Capitalisation

Subscription

Consideration

LETTER FROM THE BOARD

Conditions precedent

LETTER FROM THE BOARD

Non-compete covenants

LETTER FROM THE BOARD

THE ESCROW AGREEMENT

THE BRAND TRANSFER DEED

LETTER FROM THE BOARD

THE CALL OPTION DEED

Parties

Subject matters of the Call Option

Exercise of the Call Option and option period

LETTER FROM THE BOARD

Consideration

LETTER FROM THE BOARD

Conditions precedent

LETTER FROM THE BOARD

REASONS FOR AND EFFECTS OF THE TRANSACTIONS

LETTER FROM THE BOARD

GENERAL

LETTER FROM THE BOARD

EGM

VOTING BY POLL AT GENERAL MEETINGS

RECOMMENDATION

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

LIPPO CHINA RESOURCES LIMITED 力 寶 華 潤 有 限 公 司

DISCLOSEABLE AND CONNECTED TRANSACTIONS PROPOSED SALE OF THE RETAIL BUSINESS

APPENDIX I LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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

FIRST SHANGHAI CAPITAL LIMITED

DISCLOSEABLE AND CONNECTED TRANSACTIONS PROPOSED SALE OF THE RETAIL BUSINESS

INTRODUCTION

PRINCIPAL FACTORS AND REASONS CONSIDERED

(ii) Information on the Target Group and the Retail Business

2. Reasons for and benefits of the Transactions

3. Evaluation of the Consideration

4. Possible financial effects of the Transactions to the Group

(i) Earnings

(ii) Net asset value

(iii) Working capital and gearing

RECOMMENDATION

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

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

(a) The Company

APPENDIX III

(b) Lippo

APPENDIX III

(c) Hongkong Chinese Limited (‘‘HKC’’)

3. INTERESTS AND SHORT POSITIONS OF SUBSTANTIAL SHAREHOLDERS AND OTHER PERSONS

(i) The Company

(ii) Jeremiah Holdings Limited (‘‘Jeremiah’’)

(iii) Nine Heritage Pte Ltd

(iv) LCR Catering Services Limited

4. DIRECTORS’ SERVICE CONTRACTS

Asiasec Properties Limited Proxy Solicitation & Information Statement 2010

LIPPO CHINA RESOURCES LIMITED 力寶華潤有限公司

LIPPO CHINA RESOURCES LIMITED 力寶華潤有限公司

LIPPO CHINA RESOURCES LIMITED 力寶華潤有限公司

LIPPO CHINA RESOURCES LIMITED 力寶華潤有限公司