Asiasec Properties Limited — Proxy Solicitation & Information Statement 2011

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this document 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 document 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 document, 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 document.

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

(Incorporated in Hong Kong with limited liability)

(Stock Code: 156)

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

A notice convening the Annual General Meeting of Lippo China Resources Limited to be held at Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Wednesday, 8th June, 2011 at 11: 15 a.m. or any adjourned meeting thereof to approve matters referred to in this document is set out on pages 11 to 16 of this document.

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 at Room 2301, 23rd Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the 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.

29th April, 2011

LETTER FROM THE BOARD

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

(Incorporated in Hong Kong with limited liability)

(Stock Code: 156)

Executive Directors:

Mr. Stephen Riady (Chairman) Mr. John Luen Wai Lee, J.P. (Chief Executive Officer)

Non-executive Director:

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

Mr. Leon Nim Leung Chan

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

29th April, 2011

To the shareholders of the Company

Dear Sir or Madam,

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this document is to provide shareholders (the ‘‘Shareholders’’) of Lippo China Resources Limited (the ‘‘Company’’) 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 of the Company to be held at Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Wednesday, 8th June, 2011 at 11: 15 a.m. (the ‘‘Annual General Meeting’’) and to convene the Annual General Meeting, notice of which is set out on pages 11 to 16 of this document (the ‘‘AGM Notice’’).

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LETTER FROM THE BOARD

At the Annual General Meeting, resolutions are proposed to grant the directors of the Company (the ‘‘Directors’’) a general mandate to issue shares of HK$0.10 each in the capital of the Company (the ‘‘Shares’’) and a general mandate to repurchase Shares, since the previous general mandates granted to the Directors at the annual general meeting of the Company held on 8th June, 2010 will expire on conclusion of the Annual General Meeting. In accordance with the Rules Governing the Listing of Securities (the ‘‘Listing Rules’’) on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’), all proposed repurchases 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 repurchase Shares is set out in the section headed ‘‘General Mandate to Repurchase Shares’’ below. It will also be proposed at the Annual General Meeting as a special resolution that the articles of association of the Company (the ‘‘Articles’’) be amended in light of the provisions of Rule 2.07A of the Listing Rules and Part IVAAA of the Companies Ordinance, Chapter 32 of the Laws of Hong Kong (the ‘‘Companies Ordinance’’) relating to the use of electronic means or website for communication with the Shareholders. This document sets out such information in relation to the proposed mandates to issue and repurchase Shares, the amendments to the Articles, details of the re-election of retiring Directors and a notice convening the Annual General Meeting.

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 per cent. of the aggregate nominal amount of the share capital of the Company in issue 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 repurchase of Shares as is more particularly described under the section headed ‘‘General Mandate to Repurchase 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 aggregate nominal amount of the Shares purchased under the authority to repurchase subject to a maximum number equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue 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 5A and 5C of the AGM Notice (the ‘‘Ordinary Resolutions 5A and 5C’’), until whichever is the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting is required by any applicable law of Hong Kong or the Articles to be held; and (iii) the authority set out in Ordinary Resolutions 5A and 5C being revoked or varied by way of ordinary resolution of the Company in general meeting.

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LETTER FROM THE BOARD

GENERAL MANDATE TO REPURCHASE 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 repurchase issued Shares subject to the criteria set out in this document. In particular, Shareholders should note that the maximum number of Shares that may be repurchased pursuant to such mandate will be limited to such number of Shares representing 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution at the Annual General Meeting. For your information, on 26th April, 2011, being the latest practicable date prior to the printing of this document for ascertaining certain information referred to herein (the ‘‘Latest Practicable Date’’), there were in issue an aggregate of 9,191,252,716 fully paid Shares. On the basis of this figure and assuming no further Shares are issued or repurchased prior to the Annual General Meeting, not more than 919,125,271 Shares may be repurchased 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 repurchase mandate will be valid for the period from the date of passing the ordinary resolution as set out in paragraph 5B of the AGM Notice (the ‘‘Ordinary Resolution 5B’’), until whichever is the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting is required by any applicable law of Hong Kong or the Articles to be held; and (iii) the authority set out in Ordinary Resolution 5B being revoked or varied by way of ordinary resolution of the Company in general meeting.

While it is not possible to anticipate in advance any specific circumstance in which the Directors might think it appropriate to repurchase Shares, the Directors believe that the grant of a general mandate to repurchase Shares would allow the Company additional flexibility that would be beneficial to the Company. The exercise of the repurchase mandate to repurchase 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 repurchases in circumstances where the Directors consider to be in the interests and for the benefit of the Company and its Shareholders. On the basis of the consolidated financial position of the Company as at 31st December, 2010 (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 repurchases were to be carried out in full at any time during the proposed purchase period. However, the Directors do not propose to exercise the repurchase 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 purchases are on terms favourable to the Company.

The Company is empowered by its memorandum of association (the ‘‘Memorandum’’) and Articles to repurchase its Shares. The Company proposes to make the repurchases out of retained profits or other funds which shall be legally permitted to be utilised for such purpose in accordance with the Memorandum and Articles and the Companies Ordinance.

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LETTER FROM THE BOARD

Directors, their associates and connected persons

None of the Directors nor, to the best of the knowledge and belief of the Directors having made all reasonable enquiries, any associates (as defined in the Listing Rules) 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 connected persons (as defined in the Listing Rules) 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 purchases of Shares.

Listing Rules

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases 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 Memorandum and Articles.

Hong Kong Code on Takeovers and Mergers

If, on the exercise of the power to repurchase 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 Hong Kong Code on Takeovers and Mergers (the ‘‘Takeover Code’’) and, if such increase results in a change of control, may in certain circumstances give rise to an obligation to make a general offer for shares under Rule 26 of the Takeover Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Lippo Limited (‘‘Lippo’’) was beneficially interested in 6,544,696,389 Shares, representing approximately 71.2 per cent. of the issued share capital of the Company. In the event that the Directors exercised in full the power to repurchase Shares in accordance with the terms of the ordinary resolution to be proposed at the Annual General Meeting, the shareholding of Lippo in the Company would be increased to approximately 79.1 per cent. of the issued share capital of the Company and such increase would not give rise to an obligation to make a general offer for shares under Rule 26 of the Takeover Code.

The Directors are not aware of any obligation which would arise under the Takeover Code as a consequence of any purchases by the Company of its Shares.

The Directors have no intention to exercise the repurchase mandate to such extent as would cause the public float to fall below 25 per cent. 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 purchased by the Company.

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

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LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In light of the provisions of Rule 2.07A of the Listing Rules and Part IVAAA of the Companies Ordinance relating to the use of electronic means or website for communication with the Shareholders, a special resolution will be proposed at the Annual General Meeting to amend the Articles to enable the Company to send or make available corporate communication (as defined in the Listing Rules) to the Shareholders by making them available on the Company’s website to the extent permitted under the Companies Ordinance and the Listing Rules. Details relating to the proposed amendments to the Articles are set out as follows:

1. Article 183 (C)

‘‘The existing Article 183 (C) of the Articles of Association of the Company be amended by:

• (a) (i) deleting the following words at the beginning of Article 183 (C):

‘‘Where a Member has, in accordance with the Listing Rules and any applicable law, rules or regulations, consented to treat the publication of the relevant financial documents as set out in this Article 183 using electronic means’’;

• (ii) replacing therewith the following words:

‘‘Where a Member, in accordance with the Companies Ordinance, the Listing Rules and any applicable law, rules or regulations, has given either an express positive confirmation in writing or deemed consent in the manner specified by the Companies Ordinance and the Listing Rules to treat the publication of the relevant financial documents as set out in this Article 183 using electronic means’’; and

• (b) inserting the words ‘‘Companies Ordinance, the’’ immediately after the words ‘‘in accordance with the’’ in the middle part of Article 183 (C).’’

• Article 187

‘‘The existing Article 187 of the Articles of Association of the Company be amended by:

• (a) deleting the following words in the middle part of Article 187:

‘‘the Company has obtained the relevant Members’ prior express positive confirmation in writing’’; and

• (b) replacing therewith the following words:

‘‘in the case of publication by means of website, the Company has obtained either (a) the relevant Members’ prior express positive confirmation in writing or (b) the relevant Members’ deemed consent, in the manner specified by the Companies ’’ ’’ Ordinance and the Listing Rules, .

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LETTER FROM THE BOARD

3. Article 188

‘‘The existing Article 188 of the Articles of Association of the Company be amended by:

• (a) inserting the following words immediately after the words ‘‘Any Member’’ at the beginning of the second sentence of Article 188:

‘‘who has not given an express positive confirmation in writing or a deemed confirmation to the Company in the manner specified in the Companies Ordinance and the Listing Rules to receive or otherwise have made available to him notices and documents or any corporate communication to be given or issued to him by the Company by electronic means and’’; and

• (b) (i) deleting the following words in the last sentence of Article 188:

‘‘any notice which shall have been published on the Company’s web-site and which shall remain so published on a continuous basis for at least five years from the date of first publication or in accordance with the requirements of the Listing Rules,’’; and

• (ii) replacing therewith the following words:

‘‘any notice which shall have been published on the Company’s website and which shall remain so published on a continuous basis for at least twenty-eight days from the date of first publication or in accordance with ’’ ’’ the requirements of the Companies Ordinance and the Listing Rules, .

4. Article 189(E)

‘‘The existing Article 189(E) of the Articles of Association of the Company be amended by:

• (a) deleting the following words at the end of Article 189(E):

• ‘‘on the day on which such publication is made’’; and

• (b) replacing therewith the following words:

‘‘(i) forty-eight hours after notification required by the Companies Ordinance and the Listing Rules is received by the relevant Member or (ii) if later, forty-eight hours after the Corporate Communication first appears on the website after that ’’ ’’ notification is sent .

The proposed amendments are also set out in the AGM Notice.

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LETTER FROM THE BOARD

The Directors are of the opinion that it would be in the interests of the Company and the Shareholders as a whole if the Company can make use of electronic means or website for communication with the Shareholders in order to protect the environment, save costs and enhance communication efficiency with the Shareholders.

Messrs. Reed Smith Richards Butler, the legal advisers of the Company, have confirmed that the proposed amendments comply with the requirements of the Listing Rules and the laws of Hong Kong. The Company also confirms that there is nothing unusual about the proposed amendments for a company listed in Hong Kong.

PARTICULARS CONCERNING DIRECTORS SEEKING RE-ELECTION AT THE ANNUAL GENERAL MEETING

In accordance with Article 120 of the Articles, Messrs. Edwin Neo and Victor Ha Kuk Yung will retire from office by rotation at the Annual General Meeting and, being eligible, will offer themselves for re-election.

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

Mr. Edwin Neo

Mr. Edwin Neo (‘‘Mr. Neo’’), aged 61, was appointed an independent non-executive Director of the Company on 8th March, 2002. He is also an independent non-executive director of Lippo which is listed on the Stock Exchange. Mr. Neo is a member of the audit committee, remuneration committee and nomination committee of each of the Company and Lippo. Mr. Neo is also an independent non-executive director of Auric Pacific Group Limited, a company listed on Singapore Exchange Securities Trading Limited. Save as disclosed herein, Mr. Neo has not held any directorship in other listed public companies for the last three years.

Mr. Neo was admitted as a solicitor of the Supreme Court of Hong Kong in 1976 and of the Supreme Court of England and Wales in 1993. He is a practising lawyer and a notary public and is presently the senior partner of Hoosenally & Neo, Solicitors and Notaries. Mr. Neo holds a Bachelor of Laws degree with honours and Post-graduate Certificate in Laws from The University of Hong Kong.

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

As at the Latest Practicable Date, Mr. Neo held an option under the Share Option Scheme of the Company to subscribe for 2,300,000 Shares at an exercise price of HK$0.267 per Share (subject to adjustment). Save as disclosed herein, as at the Latest Practicable Date, Mr. Neo was not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the SFO.

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LETTER FROM THE BOARD

Mr. Neo entered into a letter agreement for his appointment as a director with the Company for a term of two years commencing from 1st January, 2010, which will be terminable by either party by giving three months’ prior written notice or in accordance with the provisions of the Articles. Mr. Neo is also subject to retirement by rotation and re-election at the Company’s annual general meetings in accordance with the Articles. Based on the above letter agreement, Mr. Neo is entitled to a director’s fee of HK$160,000 per annum, which was determined by reference to the prevailing market rate for independent non-executive directors of listed companies in Hong Kong. For the year ended 31st December, 2010, Mr. Neo received a director’s fee of HK$160,000 from the Company and additional fees of HK$50,000 for serving as a member of the audit committee, remuneration committee and nomination committee of the Company.

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

Mr. Victor Ha Kuk Yung

Mr. Victor Ha Kuk Yung (‘‘Mr. Yung’’), aged 57, was appointed an independent non-executive Director of the Company on 30th September, 2004. He is also an independent non-executive director of Lippo and Hongkong Chinese Limited (‘‘HKC’’), a fellow subsidiary of the Company. Both Lippo and HKC are listed on the Stock Exchange. Mr. Yung is the chairman of the audit committee and a member of the remuneration committee and nomination committee of each of the Company and Lippo. He is also a member of the audit committee, remuneration committee and nomination committee of HKC. Save as disclosed herein, Mr. Yung has not held any directorship in other listed public companies for the last three years.

Mr. Yung is a professional accountant with over 30 years of working experience in the financial and accounting fields, and served in management positions in various multinational companies in Asia. He had been a member of the listings sub-committee of the Stock Exchange of Singapore. Mr. Yung holds a Master of Science Degree in Corporate Governance and Directorship from the Hong Kong Baptist University, and is a member of the Hong Kong Institute of Certified Public Accountants.

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

As at the Latest Practicable Date, Mr. Yung held an option under the Share Option Scheme of the Company to subscribe for 2,300,000 Shares at an exercise price of HK$0.267 per Share (subject to adjustment). Save as disclosed herein, as at the Latest Practicable Date, Mr. Yung was not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the SFO.

Following the expiry of the term under his former letter agreement with the Company, Mr. Yung entered into a new letter agreement for his appointment as a director with the Company for a term of two years commencing from 30th September, 2010, which will be terminable by either party by giving three months’ prior written notice or in accordance with the provisions of the Articles. Mr. Yung is also subject to retirement by rotation and re-election at the Company’s annual general meetings in accordance with the Articles. Based

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LETTER FROM THE BOARD

on the above letter agreement, Mr. Yung is entitled to a director’s fee of HK$160,000 per annum, which was determined by reference to the prevailing market rate for independent non-executive directors of listed companies in Hong Kong. For the year ended 31st December, 2010, Mr. Yung received a director’s fee of HK$160,000 from the Company and additional fees of HK$70,000 for serving as the chairman of the audit committee and a member of the remuneration committee and nomination committee of the Company.

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

NOTICE OF ANNUAL GENERAL MEETING

Notice of the Annual General Meeting is set out on pages 11 to 16 of this document.

A form of proxy is enclosed with this document 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 at Room 2301, 23rd Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting thereof. Completion and delivery of a form of proxy will not preclude you from attending and voting at the meeting or any adjourned meeting thereof in person if you so wish.

VOTING BY POLL AT GENERAL MEETINGS

Pursuant to the requirements under the Listing Rules, any votes of shareholders at a general meeting must be taken by poll. Therefore, the chairman of the Annual General Meeting will exercise his power under the Articles to demand a poll for each and every resolution put forward at the Annual General Meeting. 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.

RECOMMENDATIONS

The Directors are of the opinion that (i) the proposed grant of the general mandates to issue and repurchase Shares; (ii) the proposed amendments to the Articles; and (iii) the proposed re-election of retiring Directors, in each case as described in this document, 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 Stephen Riady Chairman

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APPENDIX

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

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NOTICE OF ANNUAL GENERAL MEETING

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

(Incorporated in Hong Kong with limited liability)

(Stock Code: 156)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Lippo China Resources Limited (the ‘‘Company’’) will be held at Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Wednesday, 8th June, 2011 at 11: 15 a.m. for the following purposes:

1. To receive and adopt the audited Financial Statements of the Company and the Reports of the Directors and the Auditors for the year ended 31st December, 2010.

2. To consider and declare a final dividend for the year ended 31st December, 2010.

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

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

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

6. A. ‘‘THAT:

   • (a) subject to paragraph (c) below, pursuant to Section 57B of the Companies Ordinance, 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;

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NOTICE OF ANNUAL GENERAL MEETING

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

• (d) for the purposes of this resolution:

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

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

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

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

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

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

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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 purchase 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 purchase its shares at a price determined by the Directors of the Company;

• (c) the aggregate nominal amount of shares which is authorised to be purchased by the Directors of the Company pursuant to the approval in paragraph (a) shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

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

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

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

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

• C. ‘‘THAT conditional on the passing of the resolutions set out in paragraphs 5A and 5B of the notice convening this meeting of which this resolution forms part, the general mandate granted to the Directors of the Company to allot and issue shares pursuant to the resolution set out in paragraph 5A of the notice convening this meeting be and is hereby extended by the addition to the aggregate nominal amount of the share capital 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 an amount representing the aggregate nominal amount of shares in the share capital of the Company repurchased by the Company under the authority granted pursuant to the resolution set out in paragraph 5B of the notice convening this meeting, provided that such extended amount shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the time of passing of this resolution.’’

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NOTICE OF ANNUAL GENERAL MEETING

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

2. ‘‘THAT the Articles of Association of the Company be amended as follows:

3. A. the existing Article 183 (C) be amended by:

   • (a) (i) deleting the following words at the beginning of Article 183 (C):

‘‘Where a Member has, in accordance with the Listing Rules and any applicable law, rules or regulations, consented to treat the publication of the relevant financial documents as set out in this Article 183 using electronic means’’;

• (ii) replacing therewith the following words:

‘‘Where a Member, in accordance with the Companies Ordinance, the Listing Rules and any applicable law, rules or regulations, has given either an express positive confirmation in writing or deemed consent in the manner specified by the Companies Ordinance and the Listing Rules to treat the publication of the relevant financial documents as set out in this Article 183 using electronic means’’; and

• (b) inserting the words ‘‘Companies Ordinance, the’’ immediately after the words ‘‘in accordance with the’’ in the middle part of Article 183 (C);

• B. the existing Article 187 be amended by:

• (a) deleting the following words in the middle part of Article 187:

‘‘the Company has obtained the relevant Members’ prior express positive confirmation in writing’’; and

• (b) replacing therewith the following words:

‘‘in the case of publication by means of website, the Company has obtained either (a) the relevant Members’ prior express positive confirmation in writing or (b) the relevant Members’ deemed consent, in the manner specified by the Companies Ordinance and the Listing Rules,’’;

• C. the existing Article 188 be amended by:

• (a) inserting the following words immediately after the words ‘‘Any Member’’ at the beginning of the second sentence of Article 188:

‘‘who has not given an express positive confirmation in writing or a deemed confirmation to the Company in the manner specified in the Companies Ordinance and the Listing Rules to receive or otherwise have made available to him notices and documents or any corporate communication to be given or issued to him by the Company by electronic means and’’; and

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NOTICE OF ANNUAL GENERAL MEETING

• (b) (i) deleting the following words in the last sentence of Article 188:

‘‘any notice which shall have been published on the Company’s web-site and which shall remain so published on a continuous basis for at least five years from the date of first publication or in accordance with the requirements of the Listing Rules,’’; and

• (ii) replacing therewith the following words:

‘‘any notice which shall have been published on the Company’s website and which shall remain so published on a continuous basis for at least twenty-eight days from the date of first publication or in accordance with the requirements of the Companies Ordinance and the Listing Rules,’’; and

• D. the existing Article 189(E) be amended by:

• (a) deleting the following words at the end of Article 189(E):

  • ‘‘on the day on which such publication is made’’; and

• (b) replacing therewith the following words:

‘‘(i) forty-eight hours after notification required by the Companies Ordinance and the Listing Rules is received by the relevant Member or (ii) if later, forty-eight hours after the Corporate Communication first appears on the ’’ ’’ website after that notification is sent .

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

Hong Kong, 29th April, 2011

Registered Office:

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

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NOTICE OF ANNUAL GENERAL MEETING

Note:

1. Any member entitled to attend and vote at the meeting is entitled to appoint more than one proxy to attend and vote instead of him. A proxy need not be a member of the Company.

2. To be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified true copy thereof) must be deposited at the Company’s registered office at Room 2301, 23rd Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or any adjourned meeting thereof should they so wish.

3. The Register of Members of the Company will be closed from Thursday, 2nd June, 2011 to Wednesday, 8th June, 2011 (both dates inclusive) during which period no transfer of share will be registered. In order to qualify for the proposed final dividend and be entitled to attend and vote at the meeting, all transfers of shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s Registrars, Tricor Tengis Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 4: 30 p.m. on Wednesday, 1st June, 2011.

4. At the meeting, the chairman of the meeting will exercise his power under Article 86(i) of the Articles of Association of the Company to put each of the above resolutions to the vote by way of a poll as required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

5. The Articles of Association of the Company is written in English. There is no official Chinese translation in respect thereof. Therefore, the Chinese version of the Resolution No. 6 on amendments to the Articles of Association of the Company as set out above is a translation for reference only.

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

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