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Asiasec Properties Limited Proxy Solicitation & Information Statement 2014

Jul 30, 2014

49086_rns_2014-07-30_cb95f8eb-8e8d-478d-8202-86fbfa5e3eea.pdf

Proxy Solicitation & Information Statement

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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)

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES, PROPOSED RE-ELECTION OF RETIRING DIRECTORS, APPROVAL OF THE SHARE OPTION SCHEME OF ASIA NOW RESOURCES CORP.

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual 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 Thursday, 11th September, 2014 at 11:00 a.m. (or so soon thereafter as the annual general meeting of Hongkong Chinese Limited convened for 10:15 a.m. on the same date shall have been concluded or adjourned) or any adjourned meeting thereof to approve matters referred to in this circular is set out on pages 29 to 33 of this circular.

Whether or not you are able or intend to attend the Annual 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 as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual 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 Annual General Meeting or any adjourned meeting thereof should they so desire.

31st July, 2014

DEFINITIONS

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

  • ‘‘Adoption Date’’

the date on which the Scheme takes effect upon the satisfaction of all conditions under paragraph 2 of the rules of the Scheme (where applicable), details of which are set out in paragraph 3 titled ‘‘Conditions’’ in Appendix II to this circular;

  • ‘‘AGM’’

the annual general meeting of the Company to be convened on Thursday, 11th September, 2014 at 11:00 a.m. (or so soon thereafter as the annual general meeting of HKC convened for 10:15 a.m. on the same date shall have been concluded or adjourned);

  • ‘‘AGM Notice’’

notice of the AGM;

  • ‘‘ANRC’’

Asia Now Resources Corp., a company incorporated in Canada and in which the Company is interested in approximately 51% of its issued share capital, the shares of which is listed on the Venture Exchange;

  • ‘‘ANRC Board’’

the board of directors of ANRC;

  • ‘‘ANRC Directors’’ the directors or senior officers of ANRC;

  • ‘‘ANRC Group’’ ANRC and its subsidiaries;

  • ‘‘ANRC Option Scheme’’ or ‘‘Scheme’’

the proposed share option scheme of ANRC, a summary of the principal terms of which is set out in Appendix II to this circular;

  • ‘‘ANRC Shareholder(s)’’

holder(s) of ANRC Shares;

  • ‘‘ANRC Share(s)’’ common share(s) in the capital of ANRC;

  • ‘‘Articles’’

Articles of Association of the Company;

  • ‘‘associates’’ has the same meaning as defined in the Listing Rules;

  • ‘‘Board’’

board of Directors;

  • ‘‘close associates’’

has the same meaning as defined in the Listing Rules;

  • ‘‘Companies Ordinance’’ Companies Ordinance, Chapter 622 of the Laws of Hong Kong;

‘‘Company’’ Lippo China Resources Limited 力寶華潤有限公司, a company incorporated in Hong Kong with limited liability whose shares are listed on the Main Board of the Stock Exchange and an approximately 71.24% indirect subsidiary of Lippo;

– 1 –

DEFINITIONS

  • ‘‘Connected Person’’

has the same meaning as defined in the Listing Rules;

  • ‘‘Consultant’’

means, in relation to the ANRC Group, an individual (other than an employee or ANRC Director) or a consultant company that:

  • (a) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to any member of the ANRC Group other than services provided in relation to a distribution of securities;

  • (b) provides the services under a written contract between any member of the ANRC Group and the individual or consultant company, as the case may be;

  • (c) in the reasonable opinion of any member of the ANRC Group, spends or will spend a significant amount of time and attention on the affairs and business of any member of the ANRC Group; and

  • (d) has a relationship with any member of the ANRC Group that enables the individual to be knowledgeable about the business and affairs of the ANRC Group;

  • ‘‘Core Connected Person’’

has the same meaning as defined in the Listing Rules;

  • ‘‘Date of Grant’’

in respect of an Option and an Eligible Person, means the date on which the ANRC Board approves the grant of an Option to that Eligible Person;

  • ‘‘Directors’’ directors of the Company;

  • ‘‘Eligible Employee’’

  • an individual who works full-time for the ANRC Group providing services normally provided by an employee and who is subject to the same control and direction by the ANRC Group over the details and methods of work as an employee of any member of the ANRC Group;

  • ‘‘Eligible Person’’

  • any Eligible Employee, ANRC Director and Consultant;

  • ‘‘Exercise Price’’

  • in respect of an Option, means the price per ANRC Share at which a Grantee may subscribe for ANRC Shares on the exercise of that Option, pursuant to the terms of the Scheme;

– 2 –

DEFINITIONS

  • ‘‘Floor Price’’

has the meaning ascribed to such term in the TSX Rules from time to time, which, as of the Adoption Date, means the last closing price of the ANRC Shares on the Toronto Stock Exchange before the date the Option is granted less the following maximum discounts based on closing price (and subject, notwithstanding the application of any such maximum discount, to a minimum price per share of C$0.05):

Closing Price Discount
Up to C$0.50 25%
C$0.51 to C$2.00 20%
Above C$2.00 15%

  • ‘‘Grantee’’

  • ‘‘Holdco(s)’’

  • ‘‘Holdcos Shareholders Approval’’

  • ‘‘HKC’’

  • ‘‘Insider’’

  • ‘‘Latest Practicable Date’’

  • any Eligible Person who is granted (and does not reject) an Option in accordance with the terms of the Scheme or (where the context so permits) a person or persons who, in accordance with the applicable laws of succession is or are entitled to exercise the Option granted to such Grantee (to the extent not already exercised) in consequence of the death of such Grantee;

  • the Company and/or Lippo, for so long as ANRC remains to be a subsidiary of the aforementioned companies for the purpose of the Listing Rules;

  • for so long as any of the Holdcos remain to be holding companies of ANRC for the purpose of the Listing Rules, the approval by shareholders of the relevant Holdco on and in accordance with the requirements of the Listing Rules;

  • Hongkong Chinese Limited (香港華人有限公司*), a company incorporated in Bermuda whose shares are listed on the Main Board of the Stock Exchange and a fellow subsidiary of the Company;

  • means (a) an ANRC Director, (b) a director or senior officer of a company that is an Insider or subsidiary of ANRC; or (c) a person that beneficially owns or controls, directly or indirectly, more than 10% of the ANRC Shares;

  • 28th July, 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;

– 3 –

DEFINITIONS

  • ‘‘Lippo’’ Lippo Limited 力寶有限公司, a company incorporated in Hong Kong with limited liability whose shares are listed on the Main Board of the Stock Exchange;

  • ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange;

‘‘Option’’ an option to subscribe for ANRC Shares granted pursuant to an option to subscribe for ANRC Shares granted pursuant to
the Scheme;
‘‘Option Period’’ in respect of an Option, means the period commencing on
the Date of Grant and expiring on the date of expiry of that
Option;
‘‘PRC’’ People’s Republic of China;
‘‘SFO’’ Securities and Futures Ordinance, Chapter 571 of the Laws
of Hong Kong;
‘‘Share(s)’’ share(s) in the issued share capital of the Company;
‘‘Shareholder(s)’’ holder(s) of Shares;
‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited;
‘‘Takeovers Code’’ The Hong Kong Code on Takeovers and Mergers;
‘‘Toronto Stock Exchange’’ the Venture Exchange or the Toronto Stock Exchange, as
applicable, being the stock exchange on which the ANRC
Shares are primarily listed;
‘‘TSX Rules’’ the rules and policies of the Toronto Stock Exchange in
effect from time to time;
‘‘Venture Exchange’’ TSX Venture Exchange of Canada;
‘‘C$’’ the lawful currency of Canada;
‘‘HK$’’ the
lawful
currency
of
the
Hong
Kong		 Special
Administrative Region of the PRC; and
‘‘%’’ per cent.
  • for identification purpose

– 4 –

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)

Executive Directors:

Dr. Stephen Riady (Chairman) Mr. John Luen Wai Lee, BBS, JP (Chief Executive Officer)

Non-executive Director:

Registered Office[(note)] : Room 2301, 23rd Floor Tower One Lippo Centre 89 Queensway Hong Kong

Mr. Leon Nim Leung Chan

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

31st July, 2014

To the shareholders of the Company

Dear Sir or Madam,

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES, PROPOSED RE-ELECTION OF RETIRING DIRECTORS, APPROVAL OF THE SHARE OPTION SCHEME OF ASIA NOW RESOURCES CORP.

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the resolutions mentioned herein which will be dealt with at the AGM to be held at Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Thursday, 11th September, 2014 at 11:00 a.m. (or so soon thereafter as the annual general meeting of HKC convened for 10:15 a.m. on the same date shall have been concluded or adjourned) and to convene the AGM, notice of which is set out on pages 29 to 33 of this circular.

Note: The registered office of the Company will be changed to Rooms 2302 and 2303, 23rd Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong with effect from 1st August, 2014.

– 5 –

LETTER FROM THE BOARD

At the AGM, resolutions will be proposed to grant the Directors a general mandate to issue Shares and a general mandate to buy-back Shares, since the previous general mandates granted to the Directors at the annual general meeting of the Company held on 30th August, 2013 will expire on conclusion of the AGM. In accordance with the Listing Rules, all proposed buy-back of securities by the Company must be approved by the Shareholders in general meeting by way of ordinary resolution, either granting a general mandate or specific approval of a particular transaction. An explanatory statement as required by the Listing Rules containing all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the ordinary resolution set out in the AGM Notice approving the grant of a mandate to the Directors to exercise the powers of the Company to buy-back Shares is set out in the section headed ‘‘General Mandate to Buy-back Shares’’ below. Resolutions will also be proposed to re-elect the retiring Directors and to approve the ANRC Option Scheme, the adoption of the ANRC Option Scheme and the authorisation of the ANRC Board to grant Options to subscribe for ANRC Shares under the ANRC Option Scheme and to allot and issue ANRC Shares pursuant to the exercise of any Options granted under the ANRC Option Scheme subject to and in accordance with the terms of the ANRC Option Scheme. This circular sets out such information in relation to the proposed mandates to issue and buy-back Shares, details of the re-election of retiring Directors, the ANRC Option Scheme and the AGM Notice.

GENERAL MANDATE TO ISSUE SHARES

At the AGM, an ordinary resolution, as set out in the AGM Notice, will be proposed which, if passed, will give the Directors a general and unconditional mandate to allot, issue and otherwise deal with new Shares representing up to 20% of the total number of issued Shares as at the date of passing of the relevant resolution at the AGM. In addition, conditional upon the proposed resolution to authorise the buy-back of Shares as is more particularly described under the section headed ‘‘General Mandate to Buy-back Shares’’ being passed, an ordinary resolution will be proposed to authorise the Directors to allot, issue and otherwise deal with new Shares up to an amount equal to the total number of issued Shares purchased under the authority to buy-back subject to a maximum number equivalent to 10% of the total number of issued Shares as at the date of passing of the relevant resolution at the AGM. The general mandate to issue Shares will be valid for the period from the date of passing the ordinary resolutions as set out in paragraphs 5A and 5C of the AGM Notice (the ‘‘Ordinary Resolutions 5A and 5C’’), until whichever is the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting is required by any applicable law of Hong Kong or the Articles to be held; and (iii) the authority set out in Ordinary Resolutions 5A and 5C being revoked or varied by way of ordinary resolution of the Company in general meeting. Such number of Shares referred to above shall, where applicable, be adjusted in the event that the Shares in issue as at the date of passing the resolutions are, at any time thereafter, converted into a larger or smaller number of Shares.

– 6 –

LETTER FROM THE BOARD

GENERAL MANDATE TO BUY-BACK SHARES

Explanatory Statement

General information

At the AGM, an ordinary resolution, as set out in the AGM Notice, will be proposed which, if passed, will give the Directors a general and unconditional mandate to exercise all the powers of the Company to buy-back issued Shares subject to the criteria set out in this circular. In particular, Shareholders should note that the maximum number of Shares that may be bought-back pursuant to such mandate will be limited to such number of Shares representing 10% of the total number of issued Shares as at the date of passing of the relevant resolution at the AGM. For your information, on the Latest Practicable Date, there were in issue an aggregate of 9,186,912,716 Shares. On the basis of this figure and assuming no further Shares are issued or bought-back prior to the AGM, not more than 918,691,271 Shares may be bought-back on the Stock Exchange by the Company during the proposed purchase period pursuant to the general mandate proposed to be granted at the AGM. The buy-back mandate will be valid for the period from the date of passing the ordinary resolution as set out in paragraph 5B of the AGM Notice (the ‘‘Ordinary Resolution 5B’’), until whichever is the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting is required by any applicable law of Hong Kong or the Articles to be held; and (iii) the authority set out in Ordinary Resolution 5B being revoked or varied by way of ordinary resolution of the Company in general meeting. Such number of Shares referred to above shall, where applicable, be adjusted in the event that the Shares in issue as at the date of passing the resolutions are, at any time thereafter, converted into a larger or smaller number of Shares.

While it is not possible to anticipate in advance any specific circumstance in which the Directors might think it appropriate to buy-back Shares, the Directors believe that the grant of a general mandate to buy-back Shares would allow the Company additional flexibility that would be beneficial to the Company. The exercise of the buy-back mandate to buy-back Shares may, depending on market conditions and funding arrangements of the Company at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. Shareholders can be assured that the Directors would only make such buy-backs in circumstances where the Directors consider to be in the interests and for the benefit of the Company and its Shareholders. On the basis of the consolidated financial position of the Company as at 31st March, 2014 (being the date to which the latest published audited consolidated financial statements of the Company have been made up) and in particular the working capital or gearing position of the Company at that time and the number of Shares in issue at present, there may be a material adverse impact on the working capital or gearing position of the Company in the event that the proposed buy-backs were to be carried out in full at any time during the proposed purchase period. However, the Directors do not propose to exercise the buy-back mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or gearing position of the Company unless the proposed buy-backs are on terms favourable to the Company.

– 7 –

LETTER FROM THE BOARD

The Company is empowered by the Articles to buy-back its Shares. The Company proposes to make the buy-backs out of distributable profits or other funds which shall be legally permitted to be utilised for such purpose in accordance with the Articles and the Companies Ordinance.

Directors, their close associates and Core Connected Persons

None of the Directors nor, to the best of the knowledge and belief of the Directors having made all reasonable enquiries, any close associates of any of the Directors have any present intention, in the event that the resolution as set out in the AGM Notice is approved by the Shareholders, to sell any Shares to the Company.

No Core Connected Persons of the Company have notified the Company that they have a present intention to sell Shares to the Company nor have they undertaken not to sell any of the Shares held by them to the Company in the event that the Company is authorised to make buy-backs of Shares.

Listing Rules

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make buy-backs pursuant to the proposed resolution set out in the AGM Notice and in accordance with the Listing Rules, all applicable laws of Hong Kong and the regulations set out in the Articles.

Takeovers Code

If, on the exercise of the power to buy-back Shares in accordance with the resolution set out in the AGM Notice, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in concert, could obtain or consolidate control of the Company and thereby may in certain circumstances become obliged to make a mandatory offer for shares of the Company in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Lippo was beneficially interested in 6,544,696,389 Shares, representing approximately 71.2% of the total number of issued Shares. In the event that the Directors exercised in full the power to buy-back Shares in accordance with the terms of the relevant ordinary resolution to be proposed at the AGM, the shareholding of Lippo in the Company would be increased to approximately 79.2% and such increase would not give rise to an obligation to make a general offer for shares under Rule 26 of the Takeovers Code.

The Directors are not aware of any obligation which would arise under the Takeovers Code as a consequence of any buy-back of its Shares by the Company.

The Directors have no intention to exercise the buy-back mandate to such extent as would cause the public float to fall below 25% or such other minimum percentage as prescribed by the Listing Rules from time to time.

– 8 –

LETTER FROM THE BOARD

Miscellaneous

During the six months immediately preceding the Latest Practicable Date, no Shares were bought-back by the Company.

During each of the twelve months immediately preceding the Latest Practicable Date, the highest and lowest traded prices for Shares on the Stock Exchange were as set out in the Appendix I.

PARTICULARS CONCERNING DIRECTORS SEEKING RE-ELECTION AT THE AGM

In accordance with Article 120 of the Articles, Dr. Stephen Riady and Mr. Victor Ha Kuk Yung will retire from office by rotation at the AGM and, being eligible, will offer themselves for re-election.

Details of the Directors proposed to be re-elected at the AGM are as follows:

Dr. Stephen Riady

Dr. Stephen Riady (‘‘Dr. Riady’’), aged 54, was appointed a Director of the Company on 30th July, 1992 and the Chairman of the Board on 25th March, 2011. Dr. Riady is also the Chairman of the board of directors of Lippo and HKC. Lippo and HKC are both listed on the Stock Exchange. He is a member of the remuneration committee and nomination committee of each of the Company, Lippo and HKC. In addition, Dr. Riady holds directorship in certain subsidiaries of the Company, Lippo and HKC. Dr. Riady is also a director of Lanius Limited (‘‘Lanius’’), Lippo Capital Limited (‘‘Lippo Capital’’), First Tower Corporation and Skyscraper Realty Limited. He is the Executive Chairman of OUE Limited (‘‘OUE’’, formerly known as Overseas Union Enterprise Limited) and an executive director of Auric Pacific Group Limited (‘‘Auric’’). He serves as a member of the nomination committee of Auric. OUE and Auric are both listed on Singapore Exchange Securities Trading Limited. Save as disclosed herein, Dr. Riady has not held any directorship in other listed public companies for the last three years.

Dr. Riady is a graduate of the University of Southern California, United States of America and holds a Master Degree of Business Administration from Golden Gate University, United States of America and an Honorary Degree of Doctor of Business Administration from Edinburgh Napier University, United Kingdom. He is one of the first Honorary University Fellows installed by the Hong Kong Baptist University (‘‘HKBU’’) in September 2006.

As at the Latest Practicable Date, Lippo Capital, through its subsidiary, Lippo, was indirectly interested in 6,544,696,389 Shares, representing approximately 71.2% of the total number of issued Shares. Lanius is the holder of the entire issued share capital of Lippo Capital. Lanius is the trustee of a discretionary trust which was founded by Dr. Mochtar Riady. The beneficiaries of the above discretionary trust include, inter alia, Dr. Riady and other members of the family. Dr. Riady was taken to be interested in 6,544,696,389 Shares, representing approximately 71.2% of the total number of issued

– 9 –

LETTER FROM THE BOARD

Shares within the meaning of Part XV of the SFO. Further information about the deemed interest of Dr. Riady in the Company was disclosed in the section headed ‘‘Directors’ and chief executive’s interests and short positions in shares, underlying shares and debentures of the Company and associated corporations’’ in the Report of the Directors of the Annual Report of the Company for the year ended 31st March, 2014 (the ‘‘Report of the Directors’’).

Dr. Mochtar Riady and Madam Lidya Suryawaty, the parents of Dr. Riady, were regarded as the substantial shareholders of the Company under the SFO as at the Latest Practicable Date through their deemed interests in Lippo, the controlling shareholder of the Company. Save as disclosed herein and in the Report of the Directors, as at the Latest Practicable Date, Dr. Riady did not have any relationship with any Director, senior management, substantial or controlling shareholder of the Company.

Dr. Riady entered into a letter agreement with the Company setting out the key terms and conditions for serving as a Director of the Company. He was not appointed for a specific term but his term of service is subject to the relevant provisions of the Articles, including retirement by rotation and re-election at the Company’s annual general meetings in accordance with the Articles. For the year ended 31st March, 2014, Dr. Riady received salaries, fringe benefits and pension contribution in the total amount of approximately HK$2,382,322 and a discretionary bonus of HK$8,000,000 from the Company which were determined by reference to his duties and responsibilities. The above discretionary bonus was not covered by his letter agreement with the Company. Dr. Riady also received salaries, fringe benefits and pension contribution of approximately HK$1,687,642 from Auric.

Furthermore, Dr. Riady did not have any matter that was required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules or that needed to be brought to the attention of the Shareholders as at the Latest Practicable Date.

Mr. Victor Ha Kuk Yung

Mr. Victor Ha Kuk Yung (‘‘Mr. Yung’’), aged 60, was appointed an independent non-executive Director of the Company on 30th September, 2004. He is also an independent non-executive director of Lippo and HKC. Both Lippo and HKC are listed on the Stock Exchange. Mr. Yung is the chairman of the audit committee and a member of the remuneration committee and nomination committee of each of the Company and Lippo. He is also a member of the audit committee, remuneration committee and nomination committee of HKC. He is also an independent non-executive director of each of Travel Expert (Asia) Enterprises Limited and Magnum Entertainment Group Holdings Limited, both are listed public companies in Hong Kong. Save as disclosed herein, Mr. Yung has not held any directorship in other listed public companies for the last three years.

Mr. Yung is a professional accountant with over 30 years of working experience in the financial and accounting fields, and served in management positions in various multinational companies in Asia. Mr. Yung holds a Master of Science Degree in Corporate Governance and Directorship from the HKBU, and is a member of the Hong Kong Institute of Certified Public Accountants.

– 10 –

LETTER FROM THE BOARD

Save as disclosed herein, as at the Latest Practicable Date, Mr. Yung did not have any relationship with any Director, senior management, substantial or controlling shareholder of the Company.

As at the Latest Practicable Date, Mr. Yung was not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the SFO.

Mr. Yung entered into a letter agreement for his appointment as a director with the Company for a term of two years commencing from 30th September, 2012, which will be terminable by either party by giving three months’ prior written notice or in accordance with the provisions of the Articles. Mr. Yung is also subject to retirement by rotation and re-election at the Company’s annual general meetings in accordance with the Articles. Based on the above letter agreement, Mr. Yung is entitled to a director’s fee of HK$192,000 per annum, which was determined by reference to the prevailing market rate for independent non-executive directors of listed companies in Hong Kong. Mr. Yung was also entitled to receive additional fees for serving as chairman and/or members of various board committees of the Company. For the year ended 31st March, 2014, Mr. Yung received a director’s fee of HK$192,000 from the Company and additional fees of HK$96,000 for serving as the chairman of the audit committee and a member of each of the remuneration committee and nomination committee of the Company.

Furthermore, Mr. Yung did not have any matter that was required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules or that needed to be brought to the attention of the Shareholders as at the Latest Practicable Date.

Mr. Yung has served as independent non-executive Director of the Company for more than nine years and his re-election as Director will be subject to a separate resolution to be approved by the Shareholders at the AGM. In addition to his confirmation of independence in accordance with Rule 3.13 of the Listing Rules, Mr. Yung continues to demonstrate the attributes of an independent non-executive director by providing independent views and advice and there is no evidence that his tenure has had any impact on his independence. The Directors are of the opinion that Mr. Yung remains independent notwithstanding the length of his service. The Directors also believe that his valuable knowledge and experience in the business of the Company and its subsidiaries and his external experience continue to generate significant contribution to the Company and the Shareholders as a whole. Furthermore, the nomination committee of the Company reviewed the eligibility of Mr. Yung seeking for re-election at the AGM and also reviewed and assessed the annual confirmation of independence of Mr. Yung provided pursuant to Rule 3.13 of the Listing Rules. The Board, through the assessment and recommendation by the nomination committee, is of the opinion that Mr. Yung has met the independence guidelines of Rule 3.13 of the Listing Rules. With the reasons above, the Board considers that Mr. Yung is independent for the purpose of acting as independent non-executive Director of the Company, and thus recommends Mr. Yung for re-election as a Director at the AGM.

– 11 –

LETTER FROM THE BOARD

ANRC OPTION SCHEME

ANRC, a corporation whose shares are listed on the Venture Exchange, is primarily engaged in the business of exploration of mineral deposits in the PRC. As at the Latest Practicable Date, the Company was interested in approximately 51% of its issued share capital.

The purpose of the Scheme is to provide the Eligible Persons with the opportunity to acquire proprietary interests in ANRC and to encourage them to work towards enhancing the value of ANRC and its shares for the benefit of ANRC and its shareholders as a whole.

The rules of the Scheme provide that ANRC may specify certain Eligible Persons to whom the Options shall be granted, the number of ANRC Shares subject to each Option, the date on which the Options shall be granted and the minimum holding period for which an Option must be held before exercise. The basis for determining the Exercise Price is also specified precisely in the rules of the ANRC Option Scheme. The ANRC Board may adjust, at its discretion, any performance target(s) which must be achieved before the Options can be exercised. The Directors consider that the aforesaid criteria and rules will serve to preserve the value of ANRC and encourage Eligible Persons to acquire proprietary interest in ANRC.

The Scheme constitutes a share option scheme governed by Chapter 17 of the Listing Rules. As ANRC is a subsidiary of the Company, the Scheme is subject to the approval of Shareholders in accordance with the Listing Rules and an ordinary resolution will be proposed at the forthcoming AGM to approve the ANRC Option Scheme, the adoption of the ANRC Option Scheme and the authorisation of the ANRC Board to grant Options to subscribe for ANRC Shares under the ANRC Option Scheme and to allot and issue ANRC Shares pursuant to the exercise of any Options granted under the ANRC Option Scheme subject to and in accordance with the terms of the ANRC Option Scheme. A summary of the principal terms of the Scheme is set out in the Appendix II to this circular.

The Scheme is conditional upon:

  • (a) the approval of the Toronto Stock Exchange;

  • (b) the passing of an ordinary resolution of the ANRC Shareholders in a general meeting; and

  • (c) the Holdcos Shareholders Approval having been obtained, in each case approving the adoption of the Scheme and authorising the ANRC Board to grant Options to subscribe for ANRC Shares under the ANRC Option Scheme and to allot and issue ANRC Shares pursuant to the exercise of any Options granted under the Scheme.

According to Chapter 17 of the Listing Rules, where its provisions require the Scheme or any related matters to be approved by ANRC Shareholders/independent non-executive ANRC Directors, such scheme or matters must simultaneously be approved by the Shareholders/independent non-executive Directors and shareholders/independent non-executive directors of Lippo.

– 12 –

LETTER FROM THE BOARD

VALUE OF THE OPTIONS

The Board considers that it is not appropriate to state the value of the Options that may be granted pursuant to the Scheme as if they had been granted at the Latest Practicable Date as a number of variables which are crucial for the calculation of the value of the Options including the Exercise Price, Option Period and performance targets have not been determined. Also, with a scheme life of ten years, the Board is of the view that it is too premature to state whether or not Options will be granted under the Scheme and, if so, the number of Options that may be granted. It is also difficult to ascertain with accuracy the exercise price of the ANRC Shares given the volatility to which the price of ANRC Shares may be subject to during the ten-year life span of the Scheme. The Board believes that any statement regarding the value of the Options as at the Latest Practicable Date will not be meaningful to the Shareholders and to a certain extent would be misleading to the Shareholders, taking into account the number of variables which are crucial for assessing the value of the Options which have not been determined. Such variables include the Exercise Price, the Option Period and all other relevant variables.

SCHEME MANDATE LIMIT

As at the Latest Practicable Date, the issued share capital of ANRC comprised 113,320,794 ANRC Shares. Assuming that there is no change in the number of issued ANRC Shares between the period from the Latest Practicable Date and the Adoption Date, the maximum number of ANRC Shares in respect of which Options may be granted under the Scheme shall not (when aggregated with any ANRC Shares subject to grants made after the Adoption Date pursuant to any other share option scheme(s) of ANRC) exceed the limit of 10% of the issued share capital of ANRC on the Adoption Date (the ‘‘Scheme Mandate Limit’’). The Scheme Mandate Limit may be renewed at any time subject to prior approval from the Toronto Stock Exchange, ANRC Shareholders’ approval and Holdcos Shareholders Approval.

The number of ANRC Shares issuable pursuant to the Scheme and other share incentive schemes of ANRC in aggregate will be subject further to an overall limit of 20% of the ANRC Shares in issue on the Adoption Date. Notwithstanding any other provisions in the Scheme, the number of ANRC Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the Scheme and other share option schemes of ANRC must not exceed 30% of the ANRC Shares in issue from time to time.

NOTICE OF THE AGM

Notice of the AGM is set out on pages 29 to 33 of this circular.

To the best knowledge of the Directors having made all reasonable enquiries, none of the Shareholders has a material interest in the proposed adoption of the Scheme and, therefore, no Shareholder is required to abstain from voting at the AGM in respect of the resolution to approve the Scheme.

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LETTER FROM THE BOARD

A form of proxy is enclosed with this circular for use at the AGM. Whether or not you intend to be present at the meeting, you are requested to complete and return the enclosed form of proxy to the registered office of the Company in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting thereof. Completion and delivery of a form of proxy will not preclude you from attending and voting at the meeting or any adjourned meeting thereof in person if you so wish.

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 except where the chairman of the meeting, in good faith and in compliance with the Listing Rules, decides to allow a resolution to be voted on by a show of hands. Therefore, the chairman of the AGM will exercise his power under the Articles to demand a poll for each resolution set out in the AGM Notice. The Company will appoint scrutineers to handle vote-taking procedures at the AGM. 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 AGM.

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.

RECOMMENDATIONS

The Directors are of the opinion that (i) the proposed grant of the general mandates to issue and buy-back Shares; (ii) the proposed re-election of retiring Directors, and (iii) the approval of ANRC Option Scheme, the adoption of the ANRC Option Scheme and the authorisation of the ANRC Board to grant Options to subscribe for ANRC Shares under the ANRC Option Scheme and to allot and issue ANRC Shares pursuant to the exercise of any Options granted under the ANRC Option Scheme subject to and in accordance with the terms of the ANRC Option Scheme, in each case as described in this circular, are in the interests of the Company and the Shareholders, and accordingly, recommend you to vote in favour of all the relevant resolutions to be proposed at the AGM.

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LETTER FROM THE BOARD

DOCUMENT AVAILABLE FOR INSPECTION

A copy of the ANRC Option Scheme is available for inspection during normal business hours at the registered office of the Company from the date of this circular up to the date of the AGM (both days inclusive).

Yours faithfully, By Order of the Board LIPPO CHINA RESOURCES LIMITED Stephen Riady Chairman

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APPENDIX I

During each of the twelve months immediately preceding the Latest Practicable Date, the highest and lowest traded prices for Shares on the Stock Exchange were as follows:

Month Highest Lowest
HK$ HK$
2013
July 0.242 0.200
August 0.239 0.221
September 0.234 0.210
October 0.250 0.216
November 0.285 0.232
December 0.410 0.245
2014
January 0.400 0.345
February 0.430 0.330
March 0.380 0.315
April 0.420 0.345
May 0.415 0.385
June 0.465 0.400
July (up to 28th July, 2014) 0.450 0.380

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APPENDIX II

SUMMARY OF THE ANRC OPTION SCHEME

The following is a summary of the principal terms of the Scheme to be approved at the AGM. It should not be taken to represent the complete set of the rules of the Scheme or as affecting the interpretation of the rules of the Scheme. The Directors reserve the right at any time prior to the AGM to make such amendments to the Scheme as they consider necessary or appropriate provided that such amendments do not conflict with any material aspects with the summary in this Appendix II. In the event that any material amendments are made to the Scheme subsequent to the dispatch of this circular, the Company shall inform the Shareholders by way of an announcement.

1. PURPOSE

The purpose of the Scheme is to provide the Eligible Persons with the opportunity to acquire proprietary interests in ANRC and to encourage them to work towards enhancing the value of ANRC and its shares for the benefit of ANRC and its shareholders as a whole.

2. BASIS OF ELIGIBILITY

Subject to the terms of the Scheme, in determining the eligibility of persons in the Scheme, the ANRC Board would take into account such factors as the ANRC Board may at its discretion consider appropriate.

3. CONDITIONS

  • 3.1 The Scheme shall take effect subject to (1) the approval of the Toronto Stock Exchange, (2) the passing of an ordinary resolution of the ANRC Shareholders in a general meeting and (3) Holdcos Shareholders Approval having been obtained, in each case approving the adoption of the Scheme and authorising the ANRC Board to grant Options to subscribe for ANRC Shares under the Scheme and to allot and issue ANRC Shares pursuant to the exercise of any Options granted under the Scheme.

  • 3.2 If the above conditions are not satisfied on or before the date falling three months after the Adoption Date (or such later date as the ANRC Board may decide), the Scheme shall forthwith terminate, and any Option granted or agreed to be granted pursuant to the Scheme and any offer of such grant shall be of no effect and no person shall be entitled to any rights or benefits or be under any obligations under or in respect of the Scheme or any such Option.

4. DURATION AND ADMINISTRATION

  • 4.1 Subject to the fulfilment of the conditions in paragraph 3 above and the termination provisions in paragraph 14, the Scheme shall be valid and effective for the period of ten years commencing on the Adoption Date. On and after the tenth anniversary of the Adoption Date, no further Options shall be granted but in all other respects the provisions of the Scheme shall remain in full force and effect with respect to Options

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APPENDIX II

previously granted and remaining outstanding. Options which are granted during the life of the Scheme shall continue to be exercisable in accordance with their terms of issue.

  • 4.2 The Scheme shall be subject to the administration of the ANRC Board, whose decision as to all matters arising in relation to the Scheme or its interpretation or effect (save as otherwise provided in the Scheme) shall be final and binding on all parties.

  • 4.3 The ANRC Board shall have discretion as to the interpretation and application of the Scheme (including but not limited to discretion to grant waivers or extensions of any period specified in the Scheme or any letter of offer) to the extent such interpretation or application is not contrary to the explicit provisions hereof or of Chapter 17 of the Listing Rules and/or the TSX Rules.

5. GRANT OF OPTION

  • 5.1 The ANRC Board shall, in accordance with the provisions of the Scheme, be entitled, at any time following the Adoption Date and before the tenth anniversary of the Adoption Date, to offer to grant an Option to any Eligible Person whom the ANRC Board may, in its absolute discretion, select and subject to such conditions as it may think fit. The total number of ANRC Shares issued and to be issued upon exercise of Options granted to each Eligible Person, whether or not already a Grantee, (including both exercised and outstanding Options) in any 12-month period shall be subject to a limit that it shall not exceed 1% of the ANRC Shares in issue at the relevant time (the ‘‘Individual Limit’’). Any grant or further grant of Options to an Eligible Person (whether or not already a Grantee) which would result in the ANRC Shares issuable upon exercise of all Options granted to such Eligible Person (including those ANRC Shares issued or issuable in respect of exercised, cancelled and/or outstanding Options) in the 12-month period up to and including the proposed Date of Grant exceeding the Individual Limit shall be subject to the obtaining of Holdcos Shareholders Approval in advance, on which approval the Eligible Person and his or her close associates (or his or her associates if the Eligible Person is a Connected Person) (whom are entitled to vote) abstains from voting. Irrespective of Holdcos Shareholders Approval, the total number of ANRC Shares issuable upon exercise of Options granted to any single Eligible Person (other than a Consultant), whether or not already a Grantee, in any 12-month period shall be limited to 5% of the ANRC Shares in issue at the relevant time (the ‘‘12-month Limit’’). ANRC shall send to the ANRC Shareholders a circular containing the information required under the Listing Rules. The number and terms of Options proposed to be granted to such Eligible Person shall be fixed before ANRC Shareholders’ approval or Holdcos Shareholders Approval is sought.

  • (i) The 12-month Limit indicated in paragraph 5.1 shall be 2% in respect of any Consultant.

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APPENDIX II

  • (ii) The 12-month Limit indicated in paragraph 5.1 shall be 2% in respect of all Eligible Persons involved in investor relations activities. Such Eligible Persons shall include any Consultant that performs investor relations activities and any Eligible Employee or ANRC Director whose role and duties primarily consist of investor relations activities.

  • 5.2 The total number of ANRC Shares issuable upon exercise of Options granted to any single Insider, whether or not already a Grantee, in any 12-month period shall be limited 10% of the ANRC Shares in issue at the relevant time.

  • 5.3 A grant of Options may not be made after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision until such price sensitive information has been published in accordance with the Listing Rules or applicable Canadian securities laws, including TSX Rules. In particular, during the period commencing one month immediately preceding the earlier of (i) the date of the meeting of the ANRC Board (as such date is first notified to the Stock Exchange and/or the Toronto Stock Exchange under the Listing Rules or TSX Rules) for the approval of ANRC’s results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules or TSX Rules), and (ii) the deadline for ANRC to publish an announcement of its results for any year or half-year under the Listing Rules or TSX Rules, or quarterly or any other interim period (whether or not required under the Listing Rules or TSX Rules) and ending on the date of the results announcement, no Options may be granted.

  • 5.4 If in accordance with paragraph 5.1 the ANRC Board determines to offer to grant an Option to an Eligible Person, the ANRC Board shall forward to the relevant Eligible Person a letter of offer (in duplicate), in such form as the ANRC Board may from time to time determine which states (or, alternatively, documents accompanying the letter of offer which state), inter alia, the Eligible Person’s name (and, as applicable, staff number), the offer date, the number of ANRC Shares in respect of which the Option is offered, the Exercise Price and the manner of payment of the Exercise Price, the date of expiry in relation to the Option, the method of exercise of the Option, and such other terms and conditions (including, but not limited to, any vesting period(s), and any minimum performance target(s) that must be reached before the Option can be exercised in whole or in part and any terms as to early termination of an Option) relating to the Option to subscribe for ANRC Shares which in the opinion of the ANRC Board are fair and reasonable but not being inconsistent with the rules and procedures applicable to the Scheme.

  • 5.5 An Option shall be deemed to have been granted to a Grantee on the date on which the ANRC Board approves such grant of Option. An Option shall be deemed to have been accepted by a Grantee and to have taken effect when the duplicate letter of offer constituting acceptance of the Option duly signed by an Eligible Person is received by ANRC at its registered office in Canada or such other address as is specified in the letter of offer on or before the relevant acceptance date as referred to in the letter of offer. Any Option the offer of grant of which is not so accepted shall be deemed null and void and never to have been granted. No offer of grant of an

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APPENDIX II

Option may be accepted in respect of less than the number of ANRC Shares in respect of which it is offered. No Grantee of Option is required to pay for the grant of the relevant Option, unless otherwise expressly provided for in accordance with paragraph 5.4.

  • 5.6 The Options will not be listed or dealt in on the Toronto Stock Exchange.

  • 5.7 An Option shall be personal to the Grantee and shall not be assignable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest (legal or beneficial) in favour of any third party over or in relation to any Option or attempt so to do, provided, however that in the case of a Grantee’s death, such Grantee’s Options may be assigned to such Grantee’s heirs. Any breach of the foregoing shall entitle ANRC to cancel any outstanding Options or part thereof granted to such Grantee (including, but not limited to, the Option in question).

  • 5.8 Any Options granted but not exercised may be cancelled if the Grantee thereof so agrees and, subject to the approval of the ANRC Board, the Toronto Stock Exchange and disinterested shareholders, new Options may be granted to that Grantee provided that such new Options are granted with the available unissued options (excluding the Options so cancelled) within the limits prescribed in paragraph 9 and are otherwise granted in accordance with the terms of the Scheme. For greater certainty, the grant of an Option to a Grantee within 1 year of cancellation of an Option held by such Grantee shall be deemed to be an amendment to such cancelled Option.

  • 5.9 Each grant of Options to any Eligible Person who is a director, chief executive or substantial shareholder of ANRC and/or of any of the Holdcos, or any of his or her associates shall be subject to the prior approval of the independent non-executive directors of ANRC and of the Holdcos (excluding any independent non-executive director in the circumstances where he or she is the proposed Grantee).

Where any grant of Options to any Eligible Person who is a substantial shareholder, an independent non-executive director of ANRC and/or of any of the Holdcos, or any of his or her associates would result in the ANRC Shares issued and issuable upon exercise of all Options already granted and to be granted to such person (including those ANRC Shares issued or issuable in respect of exercised, cancelled and/or outstanding Options) in the 12-month period up to and including the date of such grant:

  • (i) representing in aggregate over 0.1% (or such other percentage as may from time to time be specified by the Stock Exchange) of the ANRC Shares in issue; and

  • (ii) having an aggregate value, based on the closing price of the ANRC Shares as stated in the daily quotations sheets issued by the Toronto Stock Exchange on the Date of Grant, in excess of HK$5 million or its equivalence in any currency (or such other amount as may from time to time be specified by the Stock Exchange),

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APPENDIX II

such grant of Options shall be subject to prior Holdcos Shareholders Approval by way of resolution of the relevant shareholders of Holdcos, as the case may be, (voting by way of poll) on which the Grantee, the associates of the Grantee and all Core Connected Persons of the relevant Holdcos abstain from voting in favour; save that (for the avoidance of doubt), any Connected Person may, without affecting the validity of the relevant resolution, vote against the relevant resolution at the general meeting provided that its intention to do so has been stated in the circular to be sent to the shareholders of the Holdco in connection therewith.

6. EXERCISE PRICE

  • 6.1 The Exercise Price in relation to each Option shall be determined by the ANRC Board in its absolute discretion but in any event shall not be less than the highest of (i) the closing price of the ANRC Shares as stated in the daily quotations sheet of the Toronto Stock Exchange on the Date of Grant; (ii) the average closing price of the ANRC Shares as stated in the daily quotations sheet of the Toronto Stock Exchange for the five trading days immediately preceding the Date of Grant; and (iii) the Floor Price.

  • 6.2 Disinterested shareholder approval will be required in the case of amendments related to a reduction in the Exercise Price for Options held by Insiders.

7. EXERCISE OF OPTIONS

  • 7.1 An Option may, subject to the terms and conditions upon which such Option is granted, be exercised in whole or in part in the manner set out in this paragraph 7. An Option may be exercised during the Option Period only by the Grantee (including legal personal representatives of an Eligible Person to whom the Option was granted) giving notice in writing to ANRC (in such form as ANRC may require, either generally or on a case by case basis) stating that the Option is thereby exercised and the number of ANRC Shares in respect of which it is exercised. Where the Option is exercised in part, it must be exercised for such number of ANRC Shares as represent the board lot for dealings in ANRC Shares traded on the Toronto Stock Exchange, or an integral multiple thereof, save that any last exercise of an Option over the residual balance of ANRC Shares the subject of such Option may be exercised in full irrespective of whether or not such ANRC Shares represent a board lot or an integral multiple thereof. Each such notice must be accompanied by a remittance and/or cheque and/or cashier order for the full amount of the Exercise Price for the ANRC Shares in respect of which the notice is given. Within 28 days after receipt of the notice and the remittance and/or cheque and/or cashier order, ANRC shall allot and issue the relevant ANRC Shares to the Grantee (or his or her legal personal representatives) credited as fully paid and non-assessable and issue to the Grantee (or his or her nominee or legal personal representatives) certificates in respect of the ANRC Shares so allotted.

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APPENDIX II

  • 7.2 Subject to the terms and conditions upon which such Option is granted, an Option may be exercised by the Grantee (including legal personal representatives of an Eligible Person to whom the Option was granted) at any time during the Option Period, provided that:

  • (i) in the event of the Grantee ceasing to be an Eligible Person for any reason other than his or her death, retirement, ill health, termination for cause, or any of the circumstances set out in paragraph 8.1(iv)(b), the Option shall lapse six months after the date of such cessation, which date shall be the last actual working day on which the relevant Eligible Person was at work with a member of the ANRC Group or on which salary is paid whether in lieu of notice or not (whichever is later) or such longer period as the ANRC Board may determine, and shall not be exercisable thereafter, unless the ANRC Board determines otherwise (and whether such determination is made before or after the date of such cessation), in which event the Option shall be exercisable to the extent and within such period as the ANRC Board may determine, provided that such date shall not be later than 12-months following the date of cessation;

  • (ii) in the event the employment, directorship or consulting arrangement of a Grantee is terminated for cause, all vested and unvested Options held by such Grantee will immediately terminate and become null, void and of no effect on the date on which any member of the ANRC Group gives a notice of termination for cause to such Grantee. For purposes of the Scheme, the employment, directorship or consulting arrangement of a Grantee shall conclusively be deemed to have been terminated on the date that such Grantee received notice of termination (and for greater certainty shall not include any notice period required by any applicable statute or common law);

  • (iii) in the event of the Grantee (who is an Eligible Person) ceasing to be an Eligible Person by reason of his or her death, retirement or ill health provided that at the date of cessation, none of the events for termination of employment mentioned in paragraphs 8.1(iv)(b) and 8.2 exists with respect to such Eligible Person, such Eligible Person (being Grantee of Options) (or their respective legal personal representative) may exercise the Option up to their respective entitlements at such date of cessation (to the extent not already exercised) within the period of 12 months following the date of such cessation;

  • (iv) if a general offer (other than one by way of scheme of arrangement) is made to all the holders of ANRC Shares (or all such holders other than the offeror, any person controlled by the offeror and any person acting in concert with the offeror) and such offer becomes or is declared unconditional prior to the expiry date of the relevant Option, ANRC shall forthwith give notice thereof to the Grantee and the Grantee shall be entitled to exercise the Option to its full extent or, if ANRC shall give the relevant notification, to the extent specified by ANRC pursuant to paragraph 7.7(ii) at any time within such period as shall be specified by ANRC;

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APPENDIX II

  • (v) if a general offer by way of plan of arrangement or amalgamation is made to all the holders of ANRC Shares and has been approved at the requisite meetings in the manner prescribed by the Companies Ordinance and the Takeovers Code, ANRC shall forthwith give notice thereof to the Grantee and the Grantee may at any time thereafter (but before such time as shall be specified by ANRC) exercise the Option to its full extent or, if ANRC shall give the relevant notification, to the extent specified by ANRC pursuant to paragraph 7.7(ii);

  • (vi) in the event a notice is given by ANRC to its shareholders to convene a shareholders’ meeting for the purpose of considering and, if thought fit, approving a resolution to voluntarily wind-up ANRC, ANRC shall forthwith give notice thereof to the Grantee and the Grantee may at any time thereafter (but before such time as shall be specified by ANRC) exercise the Option to its full extent or, if ANRC shall give the relevant notification, to the extent specified by ANRC pursuant to paragraph 7.7(ii), and ANRC shall as soon as possible, and in any event no later than three days prior to the date for which the shareholders’ meeting is convened, allot, issue and register in the name of the Grantee such number of fully paid ANRC Shares as fall to be issued on exercise of such Option; and

  • (vii) in the event of any plan of arrangement or amalgamation between ANRC and its members and/or creditors (other than a scheme of arrangement contemplated in paragraph 7.2(v) above), ANRC shall, having given notice of the meeting to its members and/or creditors to consider such scheme, forthwith give notice of the same to the Grantee, and the Grantee may at any time thereafter (but before such time as shall be specified by ANRC) exercise the Option to its full extent or, if ANRC shall give the relevant notification, to the extent specified by ANRC pursuant to paragraph 7.7(ii).

  • 7.3 The ANRC Shares to be allotted and issued upon the exercise of an Option shall be subject to all the provisions of the articles of ANRC for the time being in force and will rank pari passu in all respects with the fully paid ANRC Shares in issue on the date the name of the Grantee (or his or her legal personal representatives) is registered on the register of members of ANRC. Prior to the Grantee (or legal personal representatives) being so registered, the Grantee (or legal personal representatives) shall not have any voting rights nor rights to participate in any dividends or distributions (including those arising on a liquidation of ANRC) in respect of the ANRC Shares to be allotted and issued upon the exercise of the Option.

  • 7.4 The ANRC may postpone or adjust the exercise of any Option or the issue of any ANRC Shares pursuant to the Scheme as the ANRC Board in its discretion may deem necessary in order to permit ANRC to effect or maintain qualification of the Scheme or the ANRC Shares issuable pursuant thereto under the securities laws of any applicable jurisdiction, or to determine that the ANRC Shares and the Scheme are exempt from such registration. ANRC is not obligated by any provision of the Scheme or any grant hereunder to sell or issue shares in violation of any applicable

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APPENDIX II

law. In addition, so long as the ANRC Shares are listed on the Toronto Stock Exchange, ANRC has no obligation to issue any ANRC Shares pursuant to the Scheme unless ANRC Shares have been duly listed, upon official notice of issuance, on the Toronto Stock Exchange on which ANRC Shares are listed for trading.

  • 7.5 No Option may be exercised by an Eligible Employee until such Eligible Employee has been in continuous employment with ANRC or its subsidiary or has been appointed as an ANRC Director for a period of one calendar year from the date of such Eligible Employee’s commencement of employment with or appointment by ANRC or its subsidiary.

  • 7.6 In respect of an Eligible Person who is not an Eligible Employee, the ANRC Board may in its absolute discretion specify such minimum period (which shall be documented in the letter of offer referred to in paragraph 5.4) for which an Option must be held before such Option can be exercised. In respect of an Eligible Person (whether or not an Eligible Employee), the ANRC Board may in its absolute discretion make, in individual cases, the exercise of an Option conditional on the achievement of minimum performance target(s) which shall be documented in the letter of offer referred to in paragraph 5.4.

  • 7.7 For the purpose of this paragraph 7:

  • (i) any references to exercising an Option shall refer to exercising that Option up to the extent not already exercised;

  • (ii) pursuant to paragraphs 7.2(iv), (v), (vi) and (vii), ANRC may, in its discretion, notwithstanding the terms of the relevant Option, at the same time as giving the notice provided for under each of those paragraphs, also give notification to a Grantee that his or her Option may be exercised at any time within such period as shall be specified by ANRC and/or to the extent (not being less than the extent to which it could then be exercised in accordance with its terms) specified by ANRC; and

  • (iii) if ANRC gives the notification under paragraph 7.7(ii) that an Option can be exercised in part only, the balance of the Option shall, on the giving of such notification, lapse.

8. EXPIRY OF OPTION

  • 8.1 An Option shall lapse automatically (to the extent not already exercised) on the earliest of:

  • (i) the date of expiry of that Option;

  • (ii) the expiry of any of the periods referred to in paragraph 7.2;

  • (iii) subject to paragraph 7.2(vi), the date of commencement of the winding-up of ANRC;

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APPENDIX II

  • (iv) in the case of a Grantee (who is an Eligible Employee of any member of the ANRC Group):

    • (a) subject to paragraph 7.2, six months after he or she ceases to be an Eligible Employee, following his or her resignation from the employment of any member of the ANRC Group (unless the ANRC Board determines otherwise (and whether such determination is made before or after the date of such cessation), in which event the Option shall lapse after such period, not being more than six months after the date of cessation, as the ANRC Board may determine); or

    • (b) the date on which his or her employment with any member of the ANRC Group is terminated on the grounds that he or she is summarily dismissed, is guilty of serious misconduct, is declared bankrupt or makes an arrangement or composition with his or her creditors generally, or is convicted of any criminal offence involving his or her integrity or honesty;

  • (v) in the case of a Grantee which is not an individual, the date on which it appears either to be unable to pay or to have no reasonable prospect of being able to pay its debts or becomes insolvent or makes any arrangement or composition with its creditors generally or the circumstances in which the Option shall lapse as specified by the ANRC Board in the letter of offer referred to in paragraph 5.4 occur; and

  • (vi) the date on which the ANRC Board shall exercise ANRC’s right to cancel the Option at any time after the Grantee commits a breach of paragraph 5.9.

  • 8.2 If the Grantee is an Eligible Employee, notwithstanding any other term of the Scheme or of the grant of the relevant Option (but subject always to any waiver or extension granted by the ANRC Board), such Option granted to such Grantee shall lapse automatically (to the extent not already exercised) should the relevant Eligible Employee cease to be employed by or hold office at ANRC or its subsidiary for any reason whatsoever (other than the events stated in paragraph 7.2(i)) during the 6-month period following the Date of Grant.

9. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION

  • 9.1 The overall limit on the number of ANRC Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the Scheme and other share option schemes of ANRC must not exceed 20% of the ANRC Shares in issue on the Adoption Date.

  • 9.2 In addition, the maximum number of ANRC Shares in respect of which Options may be granted under the Scheme shall not (when aggregated with any ANRC Shares subject to grants made after the Adoption Date pursuant to any other share option scheme(s) of ANRC) exceed the limit of 10% of the issued share capital of ANRC

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APPENDIX II

on the Adoption Date (the ‘‘Scheme Mandate Limit’’). Options lapsed in accordance with paragraph 8 or rejected in accordance with paragraph 5.9 shall not be counted for the purpose of calculating the Scheme Mandate Limit.

  • 9.3 The Scheme Mandate Limit referred to in paragraph 9.2 may be renewed at any time subject to prior Toronto Stock Exchange approval, ANRC Shareholders’ approval and Holdcos Shareholders Approval but in any event shall not exceed 10% of the issued share capital of ANRC as at the date of approval of the renewal of the Scheme Mandate Limit. Options previously granted under the Scheme (including those outstanding, cancelled, lapsed or exercised) shall not be counted for the purpose of calculating the limit as renewed.

10. CAPITAL RESTRUCTURING

In the event of any alteration in the capital structure of ANRC whilst any Option remains exercisable, whether by way of capitalisation of profits or reserves, consolidation, sub-division or reduction of share capital of ANRC, or other capital reorganisation (except on an issue of securities of ANRC as consideration in a transaction which shall not be regarded as circumstances requiring alteration or adjustment) such corresponding alterations (if any) shall be made in:

  • (i) the number of ANRC Shares subject to any Option so far as such Option remains unexercised;

  • (ii) the Exercise Price; and/or

  • (iii) the method of exercise of the Option,

or any combination thereof, and, provided always, that:

  • (a) any such adjustments shall give a Grantee the same proportion of equity capital of ANRC as that to which that Grantee was entitled prior to such adjustment; and

  • (b) no adjustment shall be made the effect of which would be to enable an ANRC Share to be issued at less than Floor Price.

In respect of any such adjustments, the auditors, from time to time, of ANRC or an independent financial adviser engaged by ANRC must confirm to the ANRC Directors in writing that the adjustments proposed satisfy the requirements of the relevant provisions of the Listing Rules as interpreted from time to time by the Stock Exchange.

The auditors, from time to time, of ANRC or the independent financial adviser (as the case may be) shall act as experts and not as arbitrators and their certificate shall, in the absence of manifest error, be final and binding on ANRC and the Grantee. The costs of the auditors, from time to time, of ANRC or the independent financial adviser (as the case may be) shall be borne by ANRC.

Notwithstanding any other provisions in the Scheme, the number of ANRC Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the Scheme and other share option schemes of ANRC must not exceed 30% of the ANRC Shares in issue from time to time.

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APPENDIX II

11. INCREASE IN SHARE CAPITAL

Subject to paragraph 7.6, the ANRC Board shall at all times set aside for the purposes of the Scheme, out of the authorised but unissued share capital of ANRC, such number of ANRC Shares as the ANRC Board may from time to time determine to be sufficient to meet subsisting requirements for the exercise of Options.

12. DISPUTES

Any dispute arising under or in connection with the Scheme (whether as to the number of ANRC Shares, the subject of an Option, the amount of the Exercise Price or otherwise) shall be referred to the decision of the auditors, from time to time, of ANRC or an independent financial adviser who shall act as experts and not as arbitrators and whose decision shall, in the absence of manifest error, be final and conclusive and binding on all persons who may be affected thereby.

13. ALTERATION OF THE SCHEME

  • 13.1 Subject to the prior approval of the Toronto Stock Exchange and paragraph 13.2, the ANRC Board may amend any of the provisions of the Scheme (including without limitation amendments in order to comply with changes in legal or regulatory requirements and amendments in order to waive any restrictions, imposed by the provisions of the Scheme, which are not required by the Listing Rules) at any time, but not so as to affect adversely any rights which have accrued to any Grantee at that date except with:

  • (i) the consent in writing of all such Grantees; and

  • (ii) disinterested shareholder approval, if required by Listing Rules or TSX Rules,

in either case, supported by consideration (if any), as may be necessary to give legal effect to the amendment.

  • 13.2 Any provisions of the Scheme which relate to the matters set out in Rule 17.03 of the Listing Rules (as amended and being in force from time to time) cannot be altered to the advantage of Grantees or prospective Grantees, and no changes to the authority of the ANRC Board in relation to any alteration of the terms of the Scheme shall be made, without the prior approval of ANRC Shareholders in general meeting and prior Holdcos Shareholders Approval. Any alterations to the terms and conditions of the Scheme which are of a material nature or any change to the terms of Options granted which is of a material nature shall not be effective unless approved by ANRC Shareholders in general meeting and obtaining Holdcos Shareholders Approval, except where the alterations take effect automatically under the existing terms of the Scheme. The Scheme so altered must comply with the Listing Rules.

– 27 –

APPENDIX II

14. TERMINATION

ANRC by resolution in general meeting or the ANRC Board may at any time terminate the operation of the Scheme and in such event no further Options shall be granted but in all other respects the provisions of the Scheme shall in all other respects remain in force and Options granted prior to such termination shall continue to be valid and exercisable in accordance with the Scheme.

– 28 –

NOTICE OF ANNUAL GENERAL MEETING

==> 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)

NOTICE IS HEREBY GIVEN that the Annual General Meeting 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 Thursday, 11th September, 2014 at 11:00 a.m. (or so soon thereafter as the annual general meeting of Hongkong Chinese Limited convened for 10:15 a.m. on the same date shall have been concluded or adjourned) for the following purposes:

  1. To receive and adopt the audited Financial Statements of the Company and the Reports of the Directors and the Auditors for the year ended 31st March, 2014.

  2. To consider and declare a final dividend for the year ended 31st March, 2014.

  3. To consider the re-election of the retiring Directors and to authorise the Board of Directors to fix the Directors’ remuneration.

  4. To consider the re-appointment of Ernst & Young as Auditors of the Company and to authorise the Board of Directors to fix their remuneration.

  5. As special business, to consider and, if thought fit, pass the following resolutions as Ordinary Resolutions:

  6. A. ‘‘THAT:

    • (a) subject to paragraph (c) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company (which may be so required) to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds, debentures and other securities which carry rights to subscribe for or are convertible into shares of the Company), which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

– 29 –

NOTICE OF ANNUAL GENERAL MEETING

  • (b) the approval in paragraph (a) shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, debentures and other securities which carry rights to subscribe for or are convertible into shares of the Company), the making or granting of which might require the exercise of such powers by the Directors of the Company to allot, issue and deal with additional shares in the capital of the Company after the end of the Relevant Period;

  • (c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approvals in paragraphs (a) and (b), otherwise than (i) pursuant to a Rights Issue (as hereinafter defined), or (ii) pursuant to the exercise of any options granted under any share option scheme adopted by the Company or an issue of shares upon exercise of subscription rights pursuant to warrants (if any) issued by the Company, or (iii) an issue of shares in lieu of the whole or part of a dividend on shares or any scrip dividend scheme or similar arrangement in accordance with the Company’s Articles of Association, or (iv) the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures or other securities issued by the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed 20 per cent. of the aggregate number of shares of the Company in issue at the date of passing of this resolution, and the said approval shall be limited accordingly;

  • (d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law of Hong Kong or the Company’s Articles of Association to be held; and

  • (iii) the authority set out in this resolution being revoked or varied by way of ordinary resolution of the Company in general meeting.

‘‘Rights Issue’’ means an offer of shares open for a period fixed by the Directors of the Company to holders of shares whose names appear on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange); and

– 30 –

NOTICE OF ANNUAL GENERAL MEETING

‘‘shares’’ shall, for the purposes of the general mandate referred to in this resolution, mean such number of shares as may be adjusted in the event that the shares in issue as at the date of passing this resolution are, at any time thereafter, converted into a larger or smaller number of shares; and

  • (e) the authority conferred by this resolution shall be in substitution for all previous authorities granted to the Directors of the Company, except that it shall be without prejudice to and shall not affect the exercise of the power of the Directors of the Company pursuant to such authorities to allot additional shares of the Company up to and in accordance with the approval therein contained prior to the date of this resolution.’’

  • B. ‘‘THAT:

  • (a) subject to paragraph (c) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy-back issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Stock Exchange or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

  • (b) the approval in paragraph (a) shall be in addition to any other authorisation granted to the Directors of the Company and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to buy-back its shares at a price determined by the Directors of the Company;

  • (c) the aggregate number of shares which is authorised to be bought-back by the Directors of the Company pursuant to the approval in paragraph (a) shall not exceed 10 per cent. of the aggregate number of the issued shares of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

  • (d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law of Hong Kong or the Company’s Articles of Association to be held; and

– 31 –

NOTICE OF ANNUAL GENERAL MEETING

  • (iii) the authority set out in this resolution being revoked or varied by way of ordinary resolution of the Company in general meeting.

‘‘shares’’ shall, for the purposes of the general mandate referred to in this resolution, mean such number of shares as may be adjusted in the event that the shares in issue as at the date of passing this resolution are, at any time thereafter, converted into a larger or smaller number of shares.’’

  • C. ‘‘THAT conditional on the passing of the resolutions set out in paragraphs 5A and 5B of the notice convening this meeting of which this resolution forms part, the general mandate granted to the Directors of the Company to allot and issue shares pursuant to the resolution set out in paragraph 5A of the notice convening this meeting be and is hereby extended by the addition to the aggregate number of the shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to such general mandate the aggregate number of the shares in the capital of the Company bought-back by the Company under the authority granted pursuant to the resolution set out in paragraph 5B of the notice convening this meeting, provided that such number of shares shall not exceed 10 per cent. of the aggregate number of shares of the Company in issue at the date of passing of this resolution. For the purposes of this resolution, ‘‘shares’’ shall mean such number of shares as may be adjusted in the event that the shares in issue as at the date of passing this resolution are, at any time thereafter, converted into a larger or smaller number of shares.’’

  • D. ‘‘THAT the share option scheme of Asia Now Resources Corp. (‘‘ANRC’’) (the ‘‘Scheme’’, the rules of which are contained in the document marked ‘‘A’’ produced to the meeting and initialled by the chairman of the meeting for identification purpose, and a summary of which is set out in the circular of the Company dated 31st July, 2014 marked ‘‘B’’ and produced to the meeting and initialled by the chairman of the meeting for identification purpose) be and is hereby approved; the adoption of the Scheme be and is hereby approved; the board of directors of ANRC be and is hereby authorised to grant options to subscribe for shares of ANRC under the Scheme and to allot and issue shares of ANRC pursuant to the exercise of any options granted under the Scheme subject to and in accordance with the terms of the Scheme; and the Directors be and are hereby authorised to do all such acts, to enter into all such agreements, transactions and arrangements and to take all such actions in connection with or arising from the Scheme as they may in their absolute discretion consider necessary, desirable or expedient in order to give effect to the Scheme.’’

By Order of the Board LIPPO CHINA RESOURCES LIMITED Millie Luk Secretary

Hong Kong, 31st July, 2014

– 32 –

NOTICE OF ANNUAL GENERAL MEETING

Registered Office[(note][5)] : Room 2301, 23rd Floor Tower One Lippo Centre 89 Queensway Hong Kong

Note:

  1. 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.

  2. 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 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 wish.

  3. The Register of Members of the Company will be closed during the following periods:

  4. (i) from Monday, 8th September, 2014 to Thursday, 11th September, 2014 (both dates inclusive) during which period no transfer of share will be registered, for the purpose of ascertaining shareholders’ entitlement to attend and vote at the meeting. 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 Registrar, Tricor Tengis Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Friday, 5th September, 2014; and

  5. (ii) from Monday, 22nd September, 2014 to Thursday, 25th September, 2014 (both dates inclusive) during which period no transfer of share will be registered, for the purpose of ascertaining shareholders’ entitlement to the proposed final dividend. In order to qualify for the proposed final dividend, all transfers of shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s Registrar, Tricor Tengis Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Friday, 19th September, 2014.

  6. 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 each of the above resolutions 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.

  7. The registered office of the Company will be changed to Rooms 2302 and 2303, 23rd Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong with effect from 1st August, 2014.

  8. Should there be any discrepancies between the English and the Chinese versions, the English version shall prevail.

– 33 –

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