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.

LIPPO CHINA RESOURCES LIMITED

力資華潤有限公司

(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, PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Lippo China Resources Limited to be held at Concord Room, 8th Floor, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Monday, 8 June 2026 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 38 to 45 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 (that is, 11:00 a.m. on Saturday, 6 June 2026) 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.

30 April 2026

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
APPENDIX I – SHARE PRICES ... 13
APPENDIX II – PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION ... 14
NOTICE OF ANNUAL GENERAL MEETING ... 38

DEFINITIONS

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

"AGM Notice"
notice of the Annual General Meeting;

"Annual General Meeting"
the annual general meeting of the Company to be held at Concord Room, 8th Floor, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Monday, 8 June 2026 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), notice of which is set out on pages 38 to 45 of this circular, or any adjourned meeting thereof;

"Articles of Association"
articles of association of the Company;

"Board"
board of the Directors;

"close associates"
has the meaning ascribed to it in rule 1.01 of the Listing Rules;

"Companies Ordinance"
Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time;

"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;

"core connected persons"
has the meaning ascribed to it in rule 1.01 of the Listing Rules;

"Director(s)"
director(s) of the Company;

"Group"
the Company and its subsidiaries;

"HK$"
Hong Kong dollar, the lawful currency of Hong Kong;

DEFINITIONS

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

“Hong Kong”
Hong Kong Special Administrative Region of the People’s Republic of China;

“Latest Practicable Date”
24 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained therein;

“Listing Rules”
Rules Governing the Listing of Securities on the Stock Exchange;

“OUE”
OUE Limited, a company incorporated in the Republic of Singapore with limited liability whose shares are listed on the Mainboard of the SGX-ST and a joint venture of HKC;

“SFO”
Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong);

“SGX-ST”
the Singapore Exchange Securities Trading Limited;

“Share(s)”
ordinary share(s) in the share capital of the Company;

“Shareholder(s)”
holder(s) of the Share(s);

“Stock Exchange”
The Stock Exchange of Hong Kong Limited;

“Takeovers Code”
Code on Takeovers and Mergers; and

“%”
per cent.

For identification purpose only
2 -

LETTER FROM THE BOARD

LIPPO CHINA RESOURCES LIMITED

力資華潤有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 156)

Executive Directors:

Dr. Stephen Riady (Chairman)

Mr. John Luen Wai Lee, BBS, JP (Deputy Chairman)

Mr. Davy Kwok Fai Lee (Chief Executive Officer)

Mr. James Siu Lung Lee

Mr. Brian Riady

Registered Office:

40th Floor

Tower Two

Lippo Centre

89 Queensway

Hong Kong

Non-executive Director:

Mr. Leon Nim Leung Chan

Independent Non-executive Directors:

Mr. Edwin Neo

Mr. Victor Ha Kuk Yung

Ms. Min Yen Goh

30 April 2026

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,

PROPOSED AMENDMENTS TO THE

ARTICLES OF ASSOCIATION 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 Annual General Meeting to be held at Concord Room, 8th Floor, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Monday, 8 June 2026 at 11:00 a.m. (or so soon thereafter as the annual general meeting of HKC convened for 10:15 a.m. on the

LETTER FROM THE BOARD

same date shall have been concluded or adjourned) and to convene the Annual General Meeting, notice of which is set out on pages 38 to 45 of this circular.

At the Annual General Meeting, 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 23 June 2025 will expire on conclusion of the Annual General Meeting. 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. It will also be proposed at the Annual General Meeting as a special resolution that the Articles of Association be amended. 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 re-appointment of auditor, the proposed amendments to the Articles of Association and the AGM Notice.

GENERAL MANDATE TO ISSUE SHARES

At the Annual General Meeting, 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 Annual General Meeting. 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 Annual General Meeting. 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 4A and 4C of the AGM Notice (the "Ordinary Resolutions 4A and 4C"), 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 of Association to be held; and (iii) the authority set out in Ordinary Resolutions 4A and 4C 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.

LETTER FROM THE BOARD

GENERAL MANDATE TO BUY-BACK SHARES

Explanatory Statement

General information

At the Annual General Meeting, 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 Annual General Meeting. For your information, as at the Latest Practicable Date, there were 918,691,271 Shares in issue. On the basis of this figure and assuming no further Shares are issued or bought-back prior to the Annual General Meeting, not more than 91,869,127 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 Annual General Meeting. The buy-back mandate will be valid for the period from the date of passing the ordinary resolution as set out in paragraph 4B of the AGM Notice (the "Ordinary Resolution 4B"), 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 of Association to be held; and (iii) the authority set out in Ordinary Resolution 4B 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 resolution 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 provide more flexibility and 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 31 December 2025 (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 buy-back 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.

LETTER FROM THE BOARD

The Company is empowered by the Articles of Association 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 of Association 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 will 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 of Association.

Code on Takeovers and Mergers

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 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 Capital Limited ("Lippo Capital") was beneficially interested in 672,555,056 Shares, representing approximately 73.20% 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 Annual General Meeting, the shareholding of Lippo Capital in the Company would be increased to approximately 81.34% 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.

LETTER FROM THE BOARD

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.

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 and up to the Latest Practicable Date, the highest and lowest traded prices for Shares on the Stock Exchange were as set out in Appendix I.

Neither the explanatory statement nor the proposed general mandate to buy-back shares has any unusual features.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 112 of the Articles of Association, Mr. Brian Riady, Dr. Stephen Riady and Mr. Victor Ha Kuk Yung will retire from office by rotation at the Annual General Meeting. Mr. Victor Ha Kuk Yung has informed the Board that he will not offer himself for re-election as a Director at the Annual General Meeting due to his retirement plan. Mr. Brian Riady and Dr. Stephen Riady, being eligible, will offer themselves for re-election.

The Board, after the evaluation and recommendation by the nomination committee of the Company in accordance with the Directors' nomination policy of the Company, recommends the Shareholders to approve the re-election of Mr. Brian Riady and Dr. Stephen Riady as a Director at the Annual General Meeting.

Details of the retiring Directors proposed to be re-elected at the Annual General Meeting are as follows:

Mr. Brian Riady

Mr. Brian Riady ("Mr. Riady"), aged 35, was appointed an executive Director on 30 March 2023. Mr. Riady is also an executive director of HKC. He is the Deputy Chief Executive Officer and Executive Director of OUE and a non-independent non-executive director of OUE REIT Management Pte. Ltd. (the manager of OUE Real Estate Investment Trust ("OUE REIT")). He is also a director of a subsidiary of the Company. He was a non-independent and non-executive director of OUE Healthcare Limited ("OUEH"). OUE REIT and OUEH are listed on the SGX-ST. On 1 January 2026, he resigned as a director of Lippo Limited ("Lippo"), a former public listed company in Hong Kong which was privatised in September 2025. Save as disclosed herein, Mr. Riady has not held any directorship in other listed public companies for the last three years.

LETTER FROM THE BOARD

Mr. Riady holds a Bachelor of Science (Political Communication) and a Bachelor of Arts (Economics) from the University of Texas at Austin, the United States of America. He attended the Executive Education programs at the Harvard Business School.

Mr. Riady is the son of Dr. Stephen Riady (a controlling shareholder of the Company) and Madam Shincee Leonardi ("Madam Leonardi"). Dr. Stephen Riady is an executive Director and the Chairman of the Board. Mr. Riady is a nephew of Mr. James Tjahaja Riady ("Mr. James Riady", a controlling shareholder of the Company) and Madam Aileen Hambali ("Madam Hambali"), the spouse of Mr. James Riady. Mr. Riady is a brother-in-law of Dr. Andy Adhiwana ("Dr. Adhiwana"), an executive director and the Group Chief Executive Officer of Auric Pacific Group Limited ("Auric"), a subsidiary of the Company. Interest of Dr. Stephen 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 31 December 2025 (the "Report of the Directors"). Interests of Madam Leonardi, Mr. James Riady and Madam Hambali in the Company were disclosed in the section headed "Interests and short positions of shareholders discloseable under the Securities and Futures Ordinance" in the Report of the Directors. Save as disclosed herein, as at the Latest Practicable Date, Mr. Riady did not have any relationship with any Director, senior management, substantial or controlling shareholder of the Company.

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

Mr. Riady entered into a letter agreement with the Company for his appointment as an executive Director for a term of two years commencing from 30 March 2025, which will be terminable by either party by giving three months' prior written notice or in accordance with the provisions of the Articles of Association and/or the Listing Rules. Mr. Riady is also subject to retirement by rotation and re-election at the Company's annual general meetings in accordance with the Articles of Association. With effect from 1 April 2026, Mr. Riady is entitled to receive a director's fee of HK$292,800 per annum, which was determined by reference to his background, experience, offices, time commitment, duties and responsibilities with the Company as well as the employment conditions elsewhere in the Group. For the year ended 31 December 2025, Mr. Riady received a director's fee of HK$282,000.

Furthermore, Mr. 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.

LETTER FROM THE BOARD

Dr. Stephen Riady

Dr. Stephen Riady (former name: Stephen Tjondro Riady) ("Dr. Riady"), aged 65, was appointed a Director on 30 July 1992 and the Chairman of the Board on 25 March 2011. Dr. Riady is also an executive director and the Chairman of the board of directors of HKC. He is a member of the remuneration committee and nomination committee of each of the Company and HKC. Dr. Riady was appointed as the Executive President of each of the Company and HKC with effect from 1 January 2015. Dr. Riady holds directorships in certain subsidiaries of the Company and HKC. He is the Executive Chairman and the Group Chief Executive Officer of OUE. He was a non-executive non-independent director of Healthway Medical Corporation Limited, a company formerly listed on the sponsor-supervised listing platform of the SGX-ST. Dr. Riady resigned as a director of Lippo on 1 January 2026. 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, the United States of America and holds a Master Degree of Business Administration from Golden Gate University, the 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 in September 2006.

Dr. Riady is the father of Mr. Brian Riady, an executive director of each of the Company and HKC. Dr. Riady is the father-in-law of Dr. Adhiwana. Dr. Riady is the spouse of Madam Leonardi, a brother of Mr. James Riady and a brother-in-law of Madam Hambali and their interests in the Company were disclosed in the Report of the Directors.

Dr. Riady is also a director of Lippo Capital Group Limited ("Lippo Capital Group"), Lippo Capital Holdings Company Limited ("Lippo Capital Holdings"), Lippo Capital Limited ("Lippo Capital") and Skyscraper Realty Limited ("Skyscraper") which have discloseable interests in the Company under Part XV of the SFO.

As at the Latest Practicable Date, 445,127,921 Shares were held by Skyscraper directly as beneficial owner which in turn is a 100% owned subsidiary of Lippo. Lippo is a wholly-owned subsidiary of Lippo Capital. Together with 227,427,135 Shares owned by Lippo Capital directly as beneficial owner, Lippo Capital was interested in an aggregate of 672,555,056 Shares, representing approximately 73.20% of the total number of issued Shares. Lippo Capital is a 60% owned subsidiary of Lippo Capital Holdings which in turn is a wholly-owned subsidiary of Lippo Capital Group. Dr. Riady was beneficial owner of one share in, representing 100% of the issued share capital of, Lippo Capital Group. Accordingly, Dr. Riady was taken to be interested in 672,555,056 Shares, representing approximately 73.20% of the issued Shares pursuant to Part XV of the SFO. Further

LETTER FROM THE BOARD

information about the 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.

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 for his appointment as an executive Director for a term of two years commencing on 1 January 2025, which will be terminable by either party by giving three months’ prior written notice or in accordance with the provisions of the Articles of Association and/or Listing Rules. Dr. Riady is also subject to retirement by rotation and re-election at the Company’s annual general meetings in accordance with the Articles of Association. With effect from 1 April 2026, Dr. Riady is entitled to receive a director’s fee of HK$292,800 per annum. Dr. Riady also entered into an employment agreement (as supplemented) for his appointment as Executive President of the Company with effect from 1 January 2015, which will be terminable by either party by giving three months’ prior written notice. Under the above employment agreement (as supplemented), Dr. Riady is entitled to receive a monthly salary of HK$87,150, discretionary bonus and other fringe benefits. In addition, Dr. Riady entered into an employment contract with Auric which will be terminable by either party by giving six months’ prior written notice. For the year ended 31 December 2025, Dr. Riady received director’s fee, salaries, fringe benefits and pension contribution in the total amount of approximately HK$1,353,000 and a discretionary bonus of HK$7,087,150 from the Company. Dr. Riady also received salaries and pension contribution in the total amount of approximately HK$1,137,000 from a subsidiary of the Company. The above discretionary bonus was not fixed in the relevant employment agreement and was determined by the remuneration committee of the Company from time to time. His emoluments were determined by reference to his duties and responsibilities.

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.

RE-APPOINTMENT OF AUDITOR

Ernst & Young, which has audited the consolidated financial statements of the Group for the year ended 31 December 2025, will retire as the auditor of the Company at the Annual General Meeting and, being eligible, offers itself for re-appointment. The Board, with the recommendation of the audit committee of the Company, proposes to re-appoint Ernst & Young as the auditor of the Company in respect of the audited consolidated financial statements of the Group for the year ending 31 December 2026 and

LETTER FROM THE BOARD

to authorise the Board to fix its remuneration. The estimated audit fee agreed with Ernst & Young for the audit services for the year ending 31 December 2026 is within the range of HK$4,840,000 to HK$5,324,000, which is determined based on complexity and business plan of the Group, expected audit scope, audit timetable and auditor’s resources required.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the Company’s announcement dated 21 April 2026 regarding the proposed amendments to the Articles of Association.

The Board proposes to make certain amendments (the “Proposed Amendments”) to the Articles of Association (details of which are set out in Appendix II) to (i) allow the Company’s general meeting to be held in the form of an electronic meeting or a hybrid meeting and provide for voting by electronic means; (ii) bring the Articles of Association in line with the latest legal and regulatory requirements in relation to electronic dissemination of corporate communications; (iii) reflect the uncertificated securities market regime according to the Information Paper on Rule Amendments to Implement an Uncertificated Securities Market and “Issuer Platform” published by the Stock Exchange in May 2025; and (iv) incorporate other consequential and house-keeping amendments.

A special resolution will be proposed at the Annual General Meeting for the Shareholders to, among others, consider and, if thought fit, approve the Proposed Amendments. The Proposed Amendments will take effect on the date when the Proposed Amendments are approved by the Shareholders at the Annual General Meeting.

The full particulars of the Proposed Amendments are set out in Appendix II. The amended Articles of Association are written in English only. There is no official Chinese translation in respect thereof. Therefore, the Chinese version of the amended Articles of Association is purely a translation only. Should there be any discrepancy, the English version shall prevail.

Save for the Proposed Amendments, the contents of the other provisions of the Articles of Association shall remain unchanged. The legal advisors of the Company as to Hong Kong laws have confirmed that the Proposed Amendments conform with the requirements of the Listing Rules and the laws of Hong Kong. In addition, the Company confirms that there is nothing unusual about the Proposed Amendments for a company listed in Hong Kong.

NOTICE OF ANNUAL GENERAL MEETING

Notice of the Annual General Meeting is set out on pages 38 to 45 of this circular.

A form of proxy is enclosed with this circular for use at the Annual General Meeting. 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

LETTER FROM THE BOARD

accordance with the instructions printed thereon not less than 48 hours (that is, 11:00 a.m. on Saturday, 6 June 2026) 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 Annual General Meeting will exercise his power under the Articles of Association 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 Annual General Meeting. 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 Annual General Meeting.

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; (iii) the proposed re-appointment of auditor; and (iv) the proposed amendments to the Articles of Association, 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 Annual General Meeting.

Yours faithfully,

By Order of the Board

LIPPO CHINA RESOURCES LIMITED

Davy Kwok Fai Lee

Chief Executive Officer

12 -

APPENDIX I - SHARE PRICES

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

Month	Highest HK$	Lowest HK$
2025
April	0.94	0.75
May	0.83	0.76
June	0.76	0.69
July	0.77	0.69
August	0.87	0.66
September	1.13	0.74
October	1.00	0.77
November	0.81	0.74
December	0.87	0.78
2026
January	0.92	0.78
February	0.96	0.86
March	1.13	0.92
April (up to 24 April 2026)	1.13	0.97

APPENDIX II – PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

This appendix sets out the proposed amendments to the existing Articles of Association, which are shown as mark-ups. Unless otherwise specified, clauses, paragraphs and article numbers referred to herein are clauses, paragraphs and article numbers of the amended Articles of Association.

ARTICLES OF ASSOCIATION

(as adopted by Special Resolution passed on 1 September 2016 and as amended by Special Resolution passed on 3 September 2019 and 8 June 2026)

LIPPO CHINA RESOURCES LIMITED
力寶華潤有限公司
(Incorporated in Hong Kong with limited liability)

Incorporated the 20th day of February, 1973

The English version shall always prevail in case of any discrepancy or inconsistency between English version and its Chinese translation.

14 -

APPENDIX II - PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

Company No. 32031

THE COMPANIES ORDINANCE
(CHAPTER 622)

SPECIAL RESOLUTION
OF
LIPPO CHINA RESOURCES LIMITED
力寶華潤有限公司

Passed on 1st September, 2016

At an Annual General Meeting of Lippo China Resources Limited (the “Company”) duly convened and held at Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Thursday, 1st September, 2016 at 11:00 a.m., the following resolution was duly passed as a Special Resolution of the Company:

“THAT the new articles of association of the Company (the “New Articles of Association”), a copy of which has been produced to this meeting marked “A” and for identification purpose signed by the Chairman of this meeting, which, among other things, does not include any “objects” clauses, be and is hereby approved and adopted in substitution for and to the exclusion of the existing memorandum and articles of association of the Company with immediate effect after the close of this meeting and that the Directors of the Company be and are hereby authorised to do all things necessary to implement the adoption of the New Articles of Association.”

(Sd.) John Luen Wai Lee
Chairman of the Meeting

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APPENDIX II – PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

ARTICLES OF ASSOCIATION

LIPPO CHINA RESOURCES LIMITED

力寶華潤有限公司

(Incorporated in Hong Kong with limited liability)

Incorporated the 20th day of February, 1973

(As adopted pursuant to a special resolution passed by members of the Company at an annual general meeting of the Company held on 1 September 2016 and as amended by a special resolution passed on 3 September 2019 and 8 June 2026)

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APPENDIX II – PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

THE COMPANIES ORDINANCE (CHAPTER 622)

Company Limited by Shares

ARTICLES OF ASSOCIATION
(As adopted by Special Resolution passed on 1 September 2016 and as amended by Special Resolution passed on 3 September 2019 and 8 June 2026)

LIPPO CHINA RESOURCES LIMITED
力寶華潤有限公司

Model Articles

The model articles contained in Schedule 1 (Model Articles for Public Companies Limited by Shares) to The Companies (Model Articles) Notice (Chapter 622H of the laws of Hong Kong) shall not apply to the Company.

Other regulations excluded

Interpretation

“Articles” shall mean these Articles of Association in their present form and all supplementary, amended or substituted articles for the time being in force;

“Auditors” shall mean the persons auditors for the time being performing the duties of that office;

“actionable corporate communication” shall have the meaning as defined in the Listing Rules;

“Central Clearing and Settlement System” shall mean the Central Clearing and Settlement System operated by HKSCC;

“Directors” shall mean the directors from time to time of the Company or (as the context may require) the directors present and voting at a duly convened meeting of directors of the Company at which a quorum is present from time to time;

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APPENDIX II – PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

"electronic facilities" include, without limitation, online platforms, website addresses, webinars, webcasts, video or any form of conference call systems (telephone, video, web, whatsapp or otherwise);

"electronic form" shall mean in the form of an electronic record (as defined in section 2(1) of the Companies Ordinance);

"electronic means" shall, unless the context otherwise requires, mean the sending or supplying of document or information in the form of an electronic record to an information system (and in the context of the sending or supplying of any notice or document-or, Corporate Communication or actionable corporate communication by the Company to any Member, it shall include without limitation, sending of such notice or document-or, Corporate Communication or actionable corporate communication by electronic mail or by making it available on the Company's website);

"electronic meeting" shall mean a general meeting held and conducted wholly and exclusively by virtual attendance and participation by members and/or proxies (and any other permitted participants of such meeting, including, without limitation, the Chairman of such meeting and any Directors) by means of electronic facilities;

"HKSCC" shall mean Hong Kong Securities Clearing Company Limited;

"hybrid meeting" shall mean a general meeting held and conducted by (i) physical attendance and participation by members and/or proxies (and any other permitted participants of such meeting, including, without limitation, the Chairman of such meeting and any Directors) at the Principal Meeting Place and where applicable, one or more Meeting Location(s) and (ii) virtual attendance and participation by members and/or the proxies (and any other permitted participants of such meeting, including, without limitation, the Chairman of such meeting and any Directors) by means of electronic facilities;

"Meeting Location" shall have the meaning given to it in Article 74A;

"mental incapacity" shall have the meaning given by section 2(1) of the Mental Health Ordinance (Chapter 136 of the Laws of Hong Kong);

"mentally incapacitated person" shall mean a person who is found under the Mental Health Ordinance (Chapter 136 of the Laws of Hong Kong) to be incapable, by reason of mental incapacity, of managing and administering his or her property and affairs;

"Principal Meeting Place" shall mean the principal place of the meeting as referred to in Article 72(i);

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APPENDIX II – PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

"physical meeting" shall mean a general meeting held and conducted by physical attendance and participation by members and/or proxies (and any other permitted participants of such meeting, including, without limitation, the Chairman of such meeting and any Directors) at the Principal Meeting Place and/or where applicable, one or more Meeting Locations;

"reporting documents" in relation to a financial year of the Company shall mean the documents set out in section 357(2) of the Companies Ordinance;

"Securities and Futures Ordinance" shall mean the Securities and Futures Ordinance, Cap. 571 of the laws of Hong Kong, as amended from time to time;

"Securities and Futures (Uncertificated Securities Market) Rules" shall mean the Securities and Futures (Uncertificated Securities Market) Rules, as amended from time to time, made under the Securities and Futures Ordinance;

"SFC" shall mean the Securities and Futures Commission of Hong Kong;

"shareholders" or "members" shall mean the duly registered holders from time to time of the shares;

"UNSRT System" shall mean an uncertificated securities registration and transfer system, and in relation to any shares or securities of the Company, a computer-based system, together with procedures and other facilities, that (a) enables title to the shares and securities to be evidenced and transferred without an instrument; and (b) facilitates supplementary and incidental matters;

"virtual meeting" shall mean a general meeting held and conducted wholly and exclusively by virtual attendance and participation by members and/or proxies by using virtual meeting technology;

"writing" or "printing" shall and "written" shall, unless the contrary intention appears, be construed as include writing, printing, lithography, photography, type-writing and every other mode of representing or reproducing words or figures in a legible and non-transitory form; and, only where used in connection with a notice served by the Company by electronic means on members or other persons entitled to receive notices hereunder, shall also include a record maintained through an electronic medium which is accessible in visible form so as to be useable for subsequent reference;

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References to a document (including, without limitation, a resolution in writing) being signed or executed include references to it being signed or executed under hand or under seal or by electronic signature or by electronic communication or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not.

References to the right of a member to speak at a hybrid meeting or a virtual meeting shall include the right to raise questions or make statements to the Chairman of the meeting, verbally or in written form, by using virtual meeting technology. Such a right shall be deemed to have been duly exercised if the questions or statements may be heard or seen by all or only some of the persons present at the meeting (or only by the Chairman of the meeting) in which event the Chairman of the meeting shall relay the questions raised or the statements made verbatim to all persons present at the meeting, either orally or in writing using virtual meeting technology.

References to a meeting shall mean a meeting convened and held in any manner permitted by these Articles and any member or Director (including, without limitation, the Chairman of such meeting) attending and participating at a meeting by using virtual meeting technology shall be deemed to be present at that meeting for all purposes of the Companies Ordinance, the Listing Rules and other applicable laws, rules and regulations from time to time in force and these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly.

Share capital and modification of rights

(A) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of the Companies Ordinance, be varied, modified or abrogated with the consent in writing of the holders of at least three-fourths of the total voting rights of holders of the issued shares of that class or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the shares of that class (but not otherwise). Such may be so modified or abrogated either whilst the Company is a going concern or during or in contemplation of a winding up. To every such separate general meeting, the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum at such meeting (other than at an adjourned meeting or a postponed meeting) shall be not less than two persons at least holding or representing by proxy at least one-third of the total voting rights of holders of the issued shares of that class and that any holder of shares of the class present in person (or, in the case of a holder being a corporation, present by its duly authorised

Modification of rights
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APPENDIX II – PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

representative) or by proxy may demand a poll. The holders of shares of the class shall on a poll have one vote in respect of each share of the class held by them respectively. At any adjourned meeting or postponed meeting of such holders two holders present in person or by proxy (whatever the number of shares held by them) shall be a quorum.

Shares and increase of capital

(A) Subject to and in accordance with the Companies Ordinance and any other applicable ordinance in force from time to time, the Company may buy back its own shares or securities of any class including any redeemable shares or warrants or any other securities carrying a right to subscribe or to purchase shares of the Company at any price or give, directly or indirectly, by means of a loan, guarantee, the provision of security or otherwise, financial assistance for the purpose of or in connection with a purchase or other acquisition made or to be made by any person of any shares or securities or warrants in the Company and should the Company buy back its own shares, securities or warrants neither the Company nor the Board shall be required to select the shares, securities or warrants to be bought back ratablyrateably or in any other particular manner as between the holders of shares, securities or warrants of the same class or as between them and the holders of shares, securities or warrants of any other class or in accordance with the rights as to dividends or capital conferred by any class of shares provided always that any such buy back or financial assistance shall only be made or given in accordance with any relevant rules or regulations issued by the Stock Exchange or the Securities and Futures Commission of Hong Kong from time to time in force.

Register of Members and share certificates

Every person whose name is entered as a member in the register shall be entitled to hold their shares in uncertificated form through the UNSRT system, the Central Clearing and Settlement System, or any other system approved under the Securities and Futures Ordinance and the Securities and Futures (Uncertificated Securities Market) Rules, as applicable, in compliance with the Listing Rules and other relevant regulations. Where Shares are held in certificated form, every person whose name is entered as a Member in the register shall be entitled, to receive, within two months after allotment or within ten business days after the lodgement of an instrument of transfer duly stamped (or within such other period as the conditions of issue shall provide or as the Companies Ordinance shall provide from time to time), one certificate for all his shares of any particular class or, if he shall so request, such number of certificates for shares in Stock Exchange board lots or multiples thereof as he shall request and one for the balance (if any) of the shares in question, upon payment of a sum equal to the relevant maximum amount as the Stock Exchange may from time to time determine for every certificate or such lesser sum as the Board shall from time to time determine and in the event of a Member

Purchase of own Shares

Share certificates

APPENDIX II – PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

transferring part of the shares represented by a certificate in his name, a new certificate in respect of the balance thereof shall be issued in his name and the foregoing charges shall apply to such new certificate and any additional certificates if the Member requests more than one certificate in respect of such balance and in respect of a share or shares held jointly by several persons, the Company shall not be bound to issue a certificate or certificates to each such person, and the issue and delivery of a certificate or certificates to one of several joint holders shall be sufficient delivery to all such holders. The Company shall comply with all applicable laws and regulations to facilitate the holding, transfer, and registration of its shares in uncertificated form, including electronic processes for corporate actions, as required by the uncertificated securities market regime.

All forms of certificate for share Where any shares or loan capital or other securities of the Company are issued in certificated form (other than letters of allotment, scrip certificates and other like documents), such certificate shall, except to the extent that terms and conditions for the time being relating thereto otherwise provide, be issued under a seal which shall only be affixed with the authority of the Directors and, if issued under a security seal or an official seal, need not be signed by any person. The Board may also determine, either generally or in any particular case or cases, that any signatures or any such certificates need not be autographic but may be affixed to such certificate by some mechanical method or system.
Every share certificate hereafter Where share certificates are issued, they shall specify the number of the shares in respect of which it is issued and the amount paid thereon and may otherwise be in such form as the Directors may from time to time prescribe. If at any time the share capital of the Company is divided into different classes of shares, every share certificate issued at that time shall comply with the provisions of the Companies Ordinance and no certificate shall be issued representing shares of more than one class.
Subject to the provisions in the Companies Ordinance, if a where a share certificate has been issued and that the share certificate is worn out, defaced, lost or destroyed, it may be renewed on such evidence being produced and such indemnity (if any) being given as the Directors shall require, and (in case of defacement or wearing out) on delivery up of the old certificate, and it may be replaced on payment of such fee not exceeding the maximum fee permitted or prescribed from time to time by the Stock Exchange or such lesser sum as the Directors may from time to time require to be paid to the Company in respect thereof and on such terms and conditions, if any, as to publication of notices, as the Directors think fit. In the case of destruction or loss, the person to whom such replacement certificate is given shall also bear and pay to the Company any exceptional costs and reasonable out of pocket expenses incidental to the investigation by the Company of the evidence of such destruction or loss and of such indemnity.

Share Certificate to be sealed

Share Certificate to specify number of shares

Replacement of share certificates

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APPENDIX II – PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

Transfer of shares

Subject to the Companies Ordinance all applicable laws and regulations, including the Securities and Futures Ordinance and the Securities and Futures (Uncertificated Securities Market) Rules, transfers of shares may be effected in uncertificated form through the UNSRT System, the Central Clearing and Settlement System, or any other system approved by the Stock Exchange or the SFC, without the need for a written instrument of transfer. For certificated shares, all transfers of Shares must be effected by transfer in writing in the usual or common form or in such other form as prescribed by the Stock Exchange or in such other form as the Directors may accept and may be under hand or in the case of a corporate transferor or transferee (whether on its own behalf or as nominee), the transfer may be executed by such mechanical or electronic form(s) of signature as the Directors may approve in the case of any particular company subject to such conditions as the Directors may think fit to impose. All instruments of transfer must be left at the registered office of the Company or at such other place as the Directors may appoint and all such transfers and other documents relating to or affecting the title to any registered shares or loan capital or other securities of the Company may be registered as the Director may think fit.
The Subject to all applicable laws and regulations, including the Securities and Futures Ordinance and the Securities and Futures (Uncertificated Securities Market) Rules, transfers of shares may be effected in uncertificated form through the UNSRT System, the Central Clearing and Settlement System, or any other system approved by the Stock Exchange or the SFC, without the need for a written instrument of transfer. For certificated shares, the instrument of transfer of any share shall be executed by or on behalf of the transferor and transferee (whether in counterparts or otherwise) provided that the Directors may dispense with the execution of the instrument of transfer by the transferee in any case which they think fit in their absolute discretion to do so. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register in respect thereof. Nothing in these Articles shall preclude the Board from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person.
...

(i) for certificated shares, the instrument of transfer is lodged at the relevant registration office or Office, as the case may be, and accompanied by the certificate of the shares to which it relates, and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer;

(ii) if applicable, the instrument of transfer is in respect of only one class of share;

...

APPENDIX II – PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

(v) the instrument of transfer is properly stamped (if necessary).

Upon For certificated shares, upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall be issued to the transferee in respect of the shares transferred to him, and if any of the shares included in the certificate so given up shall be retained by the transferor a new certificate in respect thereof shall be issued to him. The Company shall also retain the instrument of transfer. The Company shall comply with all applicable laws and regulations to facilitate the holding, transfer, and registration of its shares in uncertificated form as required by the uncertificated securities market regime.

Certificate of transfer

Untraceable Members

(B) ...

(i) all cheques or dividend warrants, being not less than three in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorised by these Articles have remained uncashed (or, in the event of electronic funds transfer, have been unsuccessful or rejected);

Forfeiture of shares

The notice shall name a further day (not earlier than the expiration of seven days from the date of service of the notice) on or before which and the place where the payment required by the notice is to be made, and shall such call or instalment of a call and all interest accrued and expenses incurred by reason of such non-payment are to be paid, and it shall also specify the payment method (including via funds transfer system). The notice shall also state that, in the event of non-payment at or before the time and at/or via the place appointed method specified, the shares in respect of which the call was made will be liable to be forfeited.

Form of notice

General meetings

The Company shall in respect of each financial year hold a general meeting as its annual general meeting in addition to any other meeting in that year and shall specify the meeting as such in the notice calling it. The Company shall comply with the requirements of the Companies Ordinance regarding the holding of annual general meetings. Subject to such requirements, each annual general meeting shall be held at such time and place as the Directors shall appoint. General meetings (including the annual general meeting, any adjourned meeting or postponed

When annual general meeting to be held

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APPENDIX II - PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

meeting) may be held by way of a physical meeting at such place as may be appointed by the Directors and at one or more locations as provided in Article 74(A) or by way of a hybrid meeting or by way of an electronic meeting as may be determined by the Board in its absolute discretion. Without prejudice to the provisions in Articles 74(A) to 74(E) and Article 78, a physical meeting of the members or any class thereof may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence at such meetings.

All general meetings other than annual general meetings shall be called extraordinary general meetings. The Directors may, whenever they think fit, convene a general meeting and general meetings shall also be convened on requisition, as provided by the Companies Ordinance. General meetings shall also be convened on the written requisition of any two members of the Company (including a recognised clearing house (or its nominees)) deposited at the registered office specifying the objects of the meeting and signed by the requisitionists, provided that such requisitionists held at the date of deposit of the requisition not less than one-tenth of the voting rights, on a one vote per share basis, in the share capital of the Company (excluding treasury shares) and the foregoing members shall be able to add resolutions to the meeting agenda. If the Directors do not within twenty-one days from the date of deposit of the requisition proceed duly to convene the meeting, the requisitionists themselves may convene a Physical Meeting at only one location which will be the Principal Meeting Place, and all reasonable expenses incurred by the requisitionists as a result of the failure of the Directors shall be reimbursed to them by the Company.
Subject to Section 578 of the Companies Ordinance and such other minimum period as may be specified in the Listing Rules from time to time, (a) an annual general meeting shall be called by at least twenty-one clear-days' notice or twenty-clear business days' notice in writing, whichever is longer, and (b) all other general meetings of the Company other than an annual general meeting shall be called by at least fourteen clear-days' notice or ten-clear business days' notice in writing, whichever is longer. The Subject to the requirements of the Listing Rules, the notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given and shall:

(i) specify if the general meeting is to be physical meeting or hybrid meeting, the place of meeting $t_2$ and if the meeting is to be held in two or more places than one Meeting Location as determined by the Board pursuant to Article 74(A), the principal place of the meeting (the "Principal Meeting Place") and the other place or places of the meeting);

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APPENDIX II – PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

(ii) if the general meeting is to be hybrid meeting or electronic meeting, the notice shall include a statement to that effect and with details of the electronic facilities for attendance and participation by electronic means at the meeting (which electronic facilities may vary from time to time and from meeting to meeting as the Board, in its absolute discretion, may see fit) or where such details will be made available by the Company prior the meeting;

(iii) (ii) specify the date and time of meeting;

(iv) (iii) state the general nature of the business to be dealt with at the meeting;

(v) (iv) for a notice calling an annual general meeting, state that the meeting is an annual general meeting;

(vi) (v) if a resolution (whether or not a special resolution) is intended to be moved at a general meeting, the notice of meeting shall:

...

(vii) (vi) if a special resolution is intended to be moved at the meeting, include the text of the special resolution and specify the intention to propose the resolution as a special resolution; and

(viii) (vii) contain a statement specifying a member’s right to appoint a proxy under the Companies Ordinance,

...

There shall appear with reasonable prominence in every notice of general meetings of the Company a statement that a member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of him and that a proxy need not be a member of the Company.

(A) The Directors may resolve to enable Board may, at its absolute discretion, arrange for persons entitled to attend a general meeting to do so by simultaneous attendance and participation at a satellite meeting place anywhere in the world and the Members by means of electronic facilities at such location or locations (the “Meeting Location(s)”) determined by the Board at its absolute discretion. Any Members or proxy attending and participating in such way or any Member or proxy attending and participating in a hybrid meeting or electronic meeting by means of electronic facilities is deemed to be present at and shall be counted in the quorum of the meeting. The Chairman of the general meeting may be present at the Principal Meeting Place or other places of meeting. The general meeting shall be deemed to take place at the Principal Meeting Place.

Attendance
of general
meeting by
satellite
meeting

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APPENDIX II – PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

All general meetings are subject to the following and, where appropriate, all references to a “member” or members” in this Article 74(A) shall include a duly authorised representative or duly authorised representatives or a proxy or proxies respectively:

(i) where a member is attending at a Meeting Location and/or in the case of a hybrid meeting, the meeting shall be treated as having commenced if it has commenced at the Principal Meeting Place;

(ii) hear and see all persons who speak (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise) in the principal meeting place and any satellite meeting place; and members present in person or by proxy at such satellite meeting places (in the case of a member being a corporation) by its duly authorised representative or by proxy at a place of meeting and/or Members attending and participating in an electronic meeting or a hybrid meeting by means of electronic facilities shall be counted in the quorum for and be entitled to speak, communicate and vote at the general meeting in question, and that meeting shall be duly constituted and its proceedings valid provided that the Chairman of the general meeting is satisfied that adequate electronic facilities are available throughout the general meeting to ensure that Members attending at all the meeting places at all places of meeting and Members participating in an electronic meeting or a hybrid meeting by means of electronic facilities are able to participate in the business for which the meeting has been convened;

(iii) be heard and seen by all other persons so present in the same way where members attend a meeting by being present at one of the Meeting Locations and/or where members participating in an electronic meeting or a hybrid meeting by means of electronic facilities, a failure (for any reason) of the electronic facilities or communication equipment, or any other failure in the arrangements for enabling those in a Meeting Location other than the Principal Meeting Place to participate in the business for which the meeting has been convened or in the case of an electronic meeting or a hybrid meeting, the inability of one or more members or proxies to access, or continue to access, the electronic facilities despite adequate electronic facilities having been made available by the Company, shall not affect the validity of the meeting or the resolutions passed, or any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting; and

(iv) if any of the Meeting Location is not in the same jurisdiction as the Principal Meeting Place and/or in the case of a hybrid meeting, the provisions of these Articles concerning the service and giving of notice for the meeting, and the time for lodging proxies, shall apply by reference to the Principal Meeting Place; and in the case of an electronic meeting, the time for lodging proxies shall be as stated in the notice for the meeting.

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APPENDIX II – PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

The Chairman of the general meeting may be present at the principal meeting place or the satellite meeting place. The general meeting shall be deemed to take place at the principal meeting place.

(B) The Directors Board and, at any general meeting, the Chairman of the meeting may from time to time make such arrangements for controlling the level of attendance at any such place as is mentioned in paragraph (A) of this Article managing attendance and/or participation and/or voting at the principal place of meeting, any participation in an electronic meeting or a hybrid meeting by means of electronic facilities (whether involving the issue of tickets or the imposition of some other means of selection identification, passcode, seat reservation, electronic voting or otherwise) as they it shall in their its absolute discretion consider appropriate, and may from time to time change any such arrangements, provided that a Member who, pursuant to such arrangements, is not entitled to attend, in person or by proxy, at any particular place shall be entitled so to attend at one of the other places (if any); and the entitlement of any Member so to attend the meeting or adjourned meeting at such place shall be subject to any such arrangement as may be for the time being in force and by the notice of meeting or adjourned meeting stated to apply to the meeting.

(C) If it appears to the Chairman of the general meeting that the facilities at the principal meeting place or any satellite meeting place have become inadequate for the purposes referred to in paragraph (A) of this Article, then the Chairman may, without the consent of the meeting, interrupt or adjourn the general meeting. All business conducted at that general meeting up to the time of such adjournment shall be valid:

(i) the electronic facilities at the Principal Meeting Place or at such other Meeting Location(s) have become inadequate for the purposes referred to in Article 74(A), or are otherwise not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the notice of the meeting; or

(ii) in the case of an electronic meeting or a hybrid meeting, electronic facilities being made available by the Company have become inadequate; or

(iii) it is not possible to ascertain the view of those present or to give all persons entitled to do so a reasonable opportunity to speak, communicate and/or vote at the meeting; or

(iv) there is violence or the threat of violence, unruly behaviour or other disruption occurring at the meeting or it is not possible to secure the proper and orderly conduct of the meeting

Control of satellite meeting
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APPENDIX II - PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

then, without prejudice to any other power which the Chairman of the meeting may have under these Articles or at common law, the Chairman may, without the consent of the meeting and before or after the meeting has started and irrespective of whether a quorum is present, interrupt or adjourn the general meeting (including adjournment for indefinite period). All business conducted at that general meeting up to the time of such adjournment shall be valid.

(D) The Directors may, at their discretion, make arrangements for persons entitled to attend a general meeting to be able to view or hear the proceedings of any general meeting or to speak at the meeting (whether by the use of microphones, loudspeakers, audio-visual communications equipment or otherwise), by attending a venue anywhere in the world not being a satellite meeting place and those attending any such venue shall not be regarded as present and shall not be entitled to vote at the meeting at or from that venue and the inability for any reason of any Member present in person or by proxy at such a venue to view or hear all or any of the proceedings of the meeting or to speak at the meeting shall not in any way affect the validity of such proceedings. [Intentionally deleted.]

(E) For the purposes of this regulation, All members have the right for a Member to participate in the business of any general meeting shall include, without limitation, the right to speak; vote on any show of hands; (a) speak at a general meeting; (b) vote at a general meeting except where a member is required, by the Listing Rules, to abstain from voting to approve the matter under consideration; (c) demand a poll (in accordance with Article 81); (d) vote on any poll; be represented by proxy; and (e) have access to all documents which are required by the Companies Ordinance and these presents to be made available at the meeting.

For all purposes the quorum for a general meeting shall be two Members present in person (or, in the case of a Member being a corporation, by its duly authorised representative) or by proxy (including attendance by electronic means) and entitled to vote except that quorum for a separate class meeting (other than an adjourned meeting) to consider a variation of the rights of any class of shares shall be the holders of at least one-third of the total voting rights of holders of the issued shares of the class. No business other than the appointment of a Chairman shall be transacted at any general meeting unless the requisite quorum shall be present at the commencement of the business.
(A) The Chairman of the Board shall take the chair at every general meeting, or, if there be no such Chairman or, if at any general meeting such Chairman shall not be present within ten minutes after the time appointed for holding such meeting or is unwilling to act or is absent from Hong Kong or has given notice to the Board of his intention not to attend the general meeting, the Directors present shall choose another Director as Chairman, and if there is only one Director present and willing to act, he shall be Chairman, and if no Director be present, or if all the Directors present decline to take the chair, or if the

Quorum

Appointment of chairman

APPENDIX II – PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

Chairman chosen shall retire from the chair and the Directors present fail to choose a substitute Chairman, then the Members present shall choose one of their own number to be Chairman of that general meeting.

(B) If the Chairman of a general meeting is participating in the general meeting using an electronic facility or facilities and becomes unable to participate in the general meeting using such electronic facility or facilities, another person (determined in accordance with paragraph (A) above) shall preside as a Chairman of the meeting unless and until the original Chairman of the meeting is able to participate in the general meeting using the electronic facility or facilities.

The Subject to Article 74(C), the Chairman may, with the consent of any general meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time (or indefinitely) and from place to place and/or from one form to another (a physical meeting, a hybrid meeting or an electronic meeting) as the meeting shall determine. Whenever a meeting is adjourned for thirty days or more, at least seven clear days’ notice, specifying the places, the day and the hours specifying the details as provided in Article 72 of the adjourned meeting shall be given in the same manner as in the case of an original meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, no Member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.
...

Votes may be cast by such means, electronic or otherwise, as the Directors or the Chairman of the meeting may determine. Unless a poll be so required or demanded and the demand is not withdrawn, a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

Votes of Members

Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares or stipulated in the terms of issue of any shares, at any general meeting on a show of hands every Member who (being an individual) is present in person or by proxy or (being a corporation) is present by a representative duly authorised under the Companies Ordinance or proxy, not being himself a Member shall have one vote. If a member appoints more than one proxy, the proxies so appointed are not entitled to vote on the resolution on a show of hands. On a poll every Member present in person or by proxy or being a corporation
30 -

APPENDIX II - PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

is present by a duly authorised representative or by proxy shall have one vote for every share of which he is the holder. On a poll a Member entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way. Votes may be cast by such means, electronic or otherwise, as the Directors or the Chairman of the meeting may determine. Where any member is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted.

The instrument appointing a proxy shall be in writing and if the Board in its absolute discretion determines, may be contained in an electronic communication, and: (i) if in writing but not contained in an electronic communication, under the hand of the appointor or of his attorney duly authorised in writing; or, if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof, it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts; or (ii) in the case of an appointment contained in an electronic communication, submitted by or on behalf of the appointor, subject to such terms and conditions and authenticated in such manner as the Board may in its absolute discretion determine.

94A. The Company may, at its absolute discretion, provide an electronic address for the receipt of any document or information relating to proxies for a general meeting (including any instrument of proxy or invitation to appoint a proxy, any document necessary to show the validity of, or otherwise relating to, an appointment of proxy (whether or not required under these Articles) and notice of termination of the authority of a proxy). If such an electronic address is provided, the Company shall be deemed to have agreed that any such document or information (relating to proxies as aforesaid) may be sent by electronic means to that address, subject as hereafter provided and subject to any other limitations or conditions specified by the Company when providing the address. Without limitation, the Company may from time to time determine that any such electronic address may be used generally for such matters or specifically for particular meetings or purposes and, if so, the Company may provide different electronic addresses for different purposes. The Company may also impose any conditions on the transmission of and its receipt of such electronic communications including, for the avoidance of doubt, imposing any security or encryption arrangements as may be specified by the Company. If any document or information required to be sent to the Company under this Article is sent to the Company by electronic means, such document or information is not treated as validly delivered to or deposited with the Company if the same is not received by the Company at its designated electronic address provided in accordance with this Article or if no electronic address is so designated by the Company for the receipt of such document or information.

Instrument
appointing
proxy to be in
writing

Delivery of
authority for
appointment of
proxy or copy
resolution
appointing
representative

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APPENDIX II – PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

When vote by proxy valid though authority revoked

A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or power of attorney or other authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at its registered office, or at such other place as is referred to in Article 95, at least forty-eight hours before the time fixed for holding the meeting or adjourned meeting (or, in the case of a poll taken more than forty-eight hours after it was demanded, twenty-four hours before the time appointed for the taking of the poll) or postponed meeting at which the proxy is used. In calculating the notice periods set out above, no account is to be taken of any part of a day that is a public holiday. Only such intimation in writing actually received by the Company shall be taken into account by the Company.

Rotation of Directors

Save as expressly provided in these Articles, a person shall only be eligible for election as a Director at any general meeting if he is recommended or nominated by the Directors for election; or notice in writing by a Member of his intention to propose that person for election as a Director and notice in writing signed by that person of his willingness to be elected shall have been given to the Company during the period (being a period of at least seven days) commencing on the day after the despatch of the notice of the general meeting at which elections to the office of Director are to be considered and ending on the day that falls seven days before the date of the general meeting (both days inclusive). The notice shall give the particulars of that person which would, if he was so appointed or reappointed, be required to be included in the Company's register of directors.

Proceedings of the directors

The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings and proceedings as they think fit and may determine the quorum necessary for the transaction of business. Unless otherwise determined in general meeting, two Directors shall be a quorum. For the purposes of this Article an alternate Director shall be counted in a quorum but, notwithstanding that an alternate Director is an alternate for more than one Director, he shall for quorum purposes count as only one Director. A Director or any Member of a committee of the Board may participate in a meeting of the Board or such committee by means of a conference telephone or electronic means (including telephonic or video-conferencing) or similar communications equipment electronic facilities by means of which all persons participating in the meeting are capable of hearing each other. Meetings of the Board or any committee thereof may be held in Hong Kong or in any other place.

Meetings of Directors quorum, etc

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APPENDIX II – PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

A Director may, and on request of a Director the secretary shall, at any time summon a meeting of the Board. Notice thereof shall be given to each Director either in writing or by telephone or by facsimile at the facsimile number, or by electronic mail at the electronic mail address or by telex or telegram at the address from time to time notified to the Company by such Director or by electronic means to an electronic address from time to time notified to the Company by such Director or (if the recipient consents to it being made available on a website) by making it available on a website or in such other manner as the Board may from time to time determine although it shall not be necessary to give notice of a meeting of the Board to any Director for the time being absent from Hong Kong. A Director may waive notice of any meeting of the Board and any such waiver may be prospective or retrospective.
Subject to all applicable law, rules and regulations, in particular the Companies Ordinance, resolution in writing signed by a majority of the Directors, except such as are temporarily unable to act through ill-health or disability be as valid and effectual as if it has been passed at a meeting of the Directors duly convened and held and may consist of several documents in like form each signed by one or more of the Directors or alternate Directors provided such Directors are not less than two in number and a copy of such resolution in writing, duly executed by the majority of the Directors shall have be sent to all the Directors as soon as practicable. A telex, facsimile message, cable or electronic mail (or any other message sent by electronic means) sent by or at the direction of an notification of consent to such resolution given by the Director (or his alternate) in writing to the Board by any means (including by means of electronic communication) shall be deemed to be a document signed by him for the purpose of this Article.

Dividends and reserves

Unless otherwise directed by the Directors, any dividend, distribution or bonus other moneys payable on or in respect of any share may be paid by cheque or warrant sent through the post to the registered address of the Member entitled (at the risk of such Member), or, in case of joint holders, to any one of such joint holders or to such person and to such address as the holder or joint holders may in writing direct. Every cheque or warrant so sent shall be made payable to the order of the person to whom it is sent, and the payment of any such cheque or warrant shall operate as a good discharge to the Company in respect of the dividend, distribution and/or bonus represented thereby, notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged or funds transfer system or other method or a combination of methods as the Board, in its absolute discretion, may decide. Different methods of payment may apply to different holders or groups of holders of the shares. If any such cheque, or warrant, funds transfer or other form or method of payment has been, or shall be alleged to have been, lost, stolen, destroyed or misdirected, the Board may, at the request of the person(s) entitled to it, arrange for the issue or making of a replacement cheque, warrant, other financial instrument, fund transfer or other form of payment subject to compliance with such conditions as to evidence and indemnity and the payment

Convening of board meeting

Directors' written resolution

Payment by post of dividends

APPENDIX II – PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

of such out-of-pocket expenses incurred by the Company in connection with the request as the Board may think fit. The Company shall not be responsible for any loss in transmission, and payment by cheque or funds transfer system or electronic means or any other means by which the Board has decided in accordance with these Articles shall be a good discharge to the Company.

(A) All dividends, distributions or bonuses other moneys unclaimed for one year after having been declared may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed and the Company shall not be constituted a trustee in respect thereof. All dividends, distributions or bonuses other moneys unclaimed for six years after having been declared may be forfeited by the Directors and shall revert to the Company.

(B) Any dividend or other moneys payable on or in respect of any shares will be treated as unclaimed for the purposes of these Articles if:-

(a) a payee does not specify an address or a bank account or other details necessary in order for the Company to make payment of such dividend or other moneys by the means which the Board has decided in accordance with these Articles and the legislation, or which the payee has elected to receive the payment; or

(b) payment of such dividend or other moneys cannot be made by the Company using the relevant address, bank account or other details provided by a payee.

34 -

APPENDIX II - PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

Notices

Any notice or document or any Corporate Communication or actionable corporate communication to be given or issued under these Articles shall be in writing, and may subject to and to the extent permitted by and in accordance with the Companies Ordinance, the Listing Rules and all applicable laws, rules and regulations, be served on, delivered to or made available by the Company to any Member (i) either personally by hand, in printed form or in electronic form; or (ii) by sending it through the post in a prepaid letter envelope or wrapper addressed to such Member at his registered address as appearing in the register or such other address as the Member may provide for the purpose either in printed form or in electronic form; or (iii) by any electronic means; or (iv) (in the case of notice) by publishing the same as a paid advertisement in English language in at least one English language newspaper and in Chinese language in at least one Chinese language newspaper, being in each case a newspaper published daily and circulating generally in Hong Kong, provided that in the case of any notice or document or any Corporate Communication or actionable corporate communication given in electronic form or by electronic means (including by making it available on the Company's website); such Member has consented, in the manner permitted in the Companies Ordinance and the and the website of The Stock Exchange of Hong Kong Limited (for so long as shares of the Company are listed on The Stock Exchange of Hong Kong Limited)), or by sending or transmitting it as an electronic communication to such person at such electronic address provided by such person or in accordance with the publication requirements of the Listing Rules, to the Company communicating with such Member in such form or manner. In case of joint holders of a share, all notices or documents or Corporate Communication or actionable corporate communication shall be given to that one of the joint holders whose name stands first in the register and notice so given shall be sufficient notice to all the joint holders. Every member or a person who is entitled to receive notice from the Company under the provisions of any applicable rules or laws or these Articles may register with the Company an electronic address to which notices can be served upon him.
Any Member whose registered address is outside Hong Kong may notify the Company in writing of an address in Hong Kong which for the purpose of service of notice and delivery of documents and, Corporate Communication and actionable corporate communication shall be deemed to be his registered address. A member who does not notify the Company of an address in Hong Kong may notify the Company of an address outside Hong Kong and the Company may serve notices on him and deliver documents and, Corporate Communication and actionable corporate communication to him at such overseas address.
(A) Any notice or document or any Corporate Communication or actionable corporate communication either in printed form or in electronic form, if served by post, shall be deemed to have been served on the day following that on which the envelope containing the same is put into a post office situated

Service of notice
Outside of Hong Kong
Notice by post deemed service

35 -

APPENDIX II – PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

within Hong Kong; and in proving such service it shall be sufficient to prove that the letter containing the notice or document was properly addressed and put into such post office and a certificate in writing signed by the secretary or other officer of the Company that the envelope containing the notice or document was so addressed and put into the post office shall be conclusive evidence thereof.

(C) Any notice or document or any Corporate Communication or actionable corporate communication sent by electronic means, other than by making it available on the Company’s website, shall be deemed to have been served or delivered at 12 hours following the time when such notice or document or Corporate Communication is sent provided no notification is received by the Company that such notice or document has not reached its recipient.

(D) Any notice or document or any Corporate Communication or actionable corporate communication which the Company has made available to any Member by publication on its own website, shall be deemed to have been served or delivered 12 hours from the later of (i) the time that such notice, document or other information was first made available on the Company’s website; and (ii) the time that a member was notified of the presence of such notice, document or other information on the Company’s website.

A notice or document or any Corporate Communication or actionable corporate communication may be given by the Company to the person(s) entitled to a share in consequence of the death, mental incapacity or bankruptcy of a Member in the manner set out in Article 178 in which the same might have been given if the death, mental incapacity or bankruptcy had not occurred.
Any person who by operation of law, by transfer or by other means whatsoever shall become entitled to any share shall be bound by every notice, document or Corporate Communication or actionable corporate communication in respect of such share which prior to his name and address being entered on the register shall have been duly given to the person from whom he derives his title to such share.
Any notice or document or any Corporate Communication or actionable corporate communication delivered or sent by post or left at the registered address of any Member or made available by electronic means in compliance with these Articles, the Listing Rules and any applicable law, rules or regulations shall, notwithstanding that such Member be then deceased and whether or not the Company has notice of his death, be deemed to have been duly served in respect of any registered shares whether held solely or jointly with other persons by such Member until some other person be registered in his stead as the holder or joint holder thereof, and such service shall for all purposes of these presents be deemed a sufficient service of such notice or document or such Corporate Communication or actionable corporate communication on his personal representatives and all persons (if any) jointly interested with him in any such shares.

Service of notice to person entitled on death, mental incapacity or bankruptcy

Transferee bound by prior notice

Notice valid though member deceased

36 -

APPENDIX II – PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

(A) The signature to any notice or document or any Corporate Communication or actionable corporate communication to be given by the Company may be written or printed or made in such other manner as permitted under the Companies Ordinance.

(B) Subject to the Listing Rules and any applicable laws, rules and regulations, any notice or document, including but not limited to the documents referred to in Article 174 and any Corporate Communication or actionable corporate communication, may be given in the English language only, in the Chinese language only or in both the English language and the Chinese language provided that the Company has obtained the relevant Members’ prior express positive confirmation in writing to receive or otherwise have made available to him such notices or documents in either the English language only or the Chinese language only or in both the English language and the Chinese language and provided further that such Member may, if he so requires, by notice in writing served on the Company, demand at any time that the Company sends or makes available to him any notice or document or Corporate Communication in the language not previously provided to him.

Electronic Instructions by Members

184A. To the extent permitted by applicable law and unless otherwise restricted or prohibited by the Listing Rules, the Company shall accept instructions from Members and its securities holders (including meeting attendance indications, proxy appointments, revocations, voting directions, and responses to corporate communications) transmitted by electronic means, subject to reasonable authentication measure as the Board may from time to time determine.

Uncertificated Securities and Electronic Process

184B. The Company shall comply with all applicable laws and regulations, including the Securities and Futures Ordinance and the Securities and Futures (Uncertificated Securities Market) Rules, to facilitate the holding, transfer, and registration of its shares or other prescribed securities in uncertificated form through electronic means, including via the UNSRT System or other systems approved by the SFC and the Stock Exchange. The Company is authorised to take all reasonably practicable steps to support electronic communication with securities holders, including but not limited to electronic voting, proxy instructions, and distribution of corporate action proceeds, and to maintain compatibility with the uncertificated securities market regime. Any provisions in these Articles relating to the issuance, holding, or transfer of securities (including shares) or concerning share certificates shall be interpreted to permit compliance with such electronic processes and systems, to the extent permitted by the laws of Hong Kong.

How notice signed

Electronic Instructions by Member

37 -

NOTICE OF ANNUAL GENERAL MEETING

LIPPO CHINA RESOURCES LIMITED

力資華潤有限公司

(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 Concord Room, 8th Floor, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Monday, 8 June 2026 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:

To receive and adopt the audited Financial Statements of the Company and the Reports of the Directors and the Independent Auditor for the year ended 31 December 2025.
A. To consider the re-election of Mr. Brian Riady as a Director of the Company;

B. To consider the re-election of Dr. Stephen Riady as a Director of the Company; and

C. To authorise the Board of Directors of the Company to fix the Directors' remuneration.

To consider the re-appointment of Ernst & Young as the Auditor of the Company and to authorise the Board of Directors of the Company to fix its remuneration.
38 -

NOTICE OF ANNUAL GENERAL MEETING

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

A. “THAT:

(a) subject to paragraphs (c) and (d) 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;

(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 Articles of Association of the Company, 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

39 -

NOTICE OF ANNUAL GENERAL MEETING

rights to subscribe for or are convertible into shares of the Company, shall not exceed 20 per cent. of the total 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) the Company may not issue securities convertible into shares for cash consideration unless the initial conversion price is not lower than the Benchmarked Price (as hereinafter defined) of the shares at the time of the relevant placing, and the Company may not issue warrants, options or similar rights to subscribe for (i) any new shares of the Company; or (ii) any securities convertible into new shares of the Company, for cash consideration under the General Mandate (as hereinafter defined);

(e) for the purposes of this resolution:

"Benchmarked Price" means the higher of:

(a) the closing price on the date of the relevant placing agreement or other agreement involving the proposed issue of securities under the General Mandate (as hereinafter defined); and

(b) the average closing price in the 5 trading days immediately prior to the earlier of:

(i) the date of announcement of the placing or the proposed transaction or arrangement involving the proposed issue of securities under the General Mandate (as hereinafter defined);

(ii) the date of the placing agreement or other agreement involving the proposed issue of securities under the General Mandate (as hereinafter defined); and

(iii) the date on which the placing or subscription price is fixed;

"General Mandate" means the general mandate to be approved in this resolution;

40 -

NOTICE OF ANNUAL GENERAL MEETING

"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 Articles of Association of the Company 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 by way of rights to holders of shares whose names appear on the register of members on a fixed record date which enables those holders to subscribe shares in proportion to their then shareholdings (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

"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

(f) 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."

41 -

NOTICE OF ANNUAL GENERAL MEETING

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 total 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;

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

42 -

NOTICE OF ANNUAL GENERAL MEETING

C. "THAT conditional on the passing of the resolutions set out in paragraphs 4A and 4B 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 4A 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 of 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 4B of the notice convening this meeting, provided that such number of shares shall not exceed 10 per cent. of the total 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."

43 -

NOTICE OF ANNUAL GENERAL MEETING

As special business, to consider and, if thought fit, pass the following resolution as a Special Resolution:

“THAT the Articles of Association of the Company be and are hereby amended in the manner as set out in the circular of the Company dated 30 April 2026; and that the amended Articles of Association produced to the Annual General Meeting and initialled by the chairman of the Annual General Meeting for the purposes of identification be and is hereby approved and adopted, and THAT the Directors of the Company be and are hereby authorised to do all things necessary to implement the adoption of the amended Articles of Association.”

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

Hong Kong, 30 April 2026

Registered Office:
40th Floor
Tower Two
Lippo Centre
89 Queensway
Hong Kong

44 -

NOTICE OF ANNUAL GENERAL MEETING

Note:

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/her. 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 not less than 48 hours (that is, 11:00 a.m. on Saturday, 6 June 2026) 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 at the meeting or any adjourned meeting thereof should they so wish.
The Register of Members of the Company will be closed from Wednesday, 3 June 2026 to Monday, 8 June 2026 (both dates inclusive) during which period no transfer of shares will be registered, for the purpose of ascertaining members' 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 Investor Services Limited at 17th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Tuesday, 2 June 2026.
At the meeting, the chairman of the meeting will exercise his power under Article 79(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.
(a) If Typhoon Signal No. 8 is hoisted or a Black Rainstorm Warning Signal or "extreme conditions caused by a super typhoon" announced by the Hong Kong Government is in force on the date of the meeting, the meeting will be held as scheduled. Members should make their own decision as to whether they would attend the meeting under bad weather conditions and if they should choose to do so, they are advised to exercise care and caution.

(b) If Typhoon Signal No. 9 or above is hoisted at any time after 8:15 a.m. on the date of the meeting, then the meeting will be postponed and the members will be informed of the date, time and venue of the postponed meeting by a supplementary notice to be posted on the websites of the Company (www.lcr.com.hk) and The Stock Exchange of Hong Kong Limited (www.hkexnews.hk).

Should there be any discrepancies between the English and the Chinese versions, the English version shall prevail.
45 -

AI assistant

Lippo China Resources Limited — Proxy Solicitation & Information Statement 2026

48991_rns_2026-04-29_682b9eb9-4d9a-467e-893f-a687366b95da.pdf

LIPPO CHINA RESOURCES LIMITED

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES, PROPOSED RE-ELECTION OF RETIRING DIRECTORS, PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

CONTENTS

DEFINITIONS

LIPPO CHINA RESOURCES LIMITED

力資華潤有限公司

PROPOSED GRANT OF GENERAL MANDATES

TO ISSUE AND BUY-BACK SHARES,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS,

PROPOSED AMENDMENTS TO THE

ARTICLES OF ASSOCIATION AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

GENERAL MANDATE TO ISSUE SHARES

GENERAL MANDATE TO BUY-BACK SHARES

Explanatory Statement

General information

Miscellaneous

RE-ELECTION OF RETIRING DIRECTORS

Mr. Brian Riady

RE-APPOINTMENT OF AUDITOR

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

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