09:39 HK CHINESE LTD<00655> - Announcement (2) LCR is interested in approximately 72.26 per cent. and 51.2 per cent. of the issued share capital of HKC and Auric Pacific, respectively. Lippo is interested in approximately 71.13 per cent. of the issued share capital of LCR. Subject matter of the Sale and Purchase Agreement: HKCL Investments shall sell and Auric Property shall purchase an aggregate of 1,000,000 Shares in the issued share capital of HKCL Pte, representing the entire issued share capital of HKCL Pte, and, by way of assignment, the related shareholder's loan due from HKCL Pte to HKCL Investments in the aggregate amount of S$1,404,549.11 (equivalent to approximately HK$6,630,000). The Shareholder's Loan is advanced by HKCL Investments to HKCL Pte on an interest free basis and repayable on demand, and no security or guarantee has been provided for the Shareholder's Loan. Completion Date: It is anticipated that Completion shall take place on 17th June, 2005, or such other date as may be agreed by Auric Property and HKCL Investments. HKC will issue a further announcement if Completion does not take place on 17th June, 2005. Purchase Price: The Purchase Price for the Sale Shares and the Shareholder's Loan amounts to, in aggregate, S$2,400,000 (equivalent to approximately HK$11,329,000) and shall be payable by Auric Property to HKCL Investments in cash on Completion. The Purchase Price was determined by reference to the unaudited net asset value of HKCL Pte and the outstanding amount of the Shareholder's Loan as at 30th April, 2005. Since the entire issued share capital of HKCL Pte will be transferred to Auric Property at net asset value, no gain or loss will accrue to or will be incurred by HKC as a result of the disposal of HKCL Pte. The Purchase Price was negotiated and determined on an arms' length basis and normal commercial terms. Other Terms: The Sale and Purchase Agreement is subject to the satisfaction of the following conditions: (1) HKC and/or any of its holding company(ies) having complied with the requirements under the listing rules of the relevant stock exchanges on which the shares of HKC and/or any of its holding company(ies) are respectively listed; (2) Auric Pacific having obtained the approval of its shareholders for the acquisition of the Property by HKCL Pte under the Property Acquisition Agreement at an extraordinary general meeting of Auric Pacific; and (3) HKCL Investments having obtained the approval of HKC for the transactions envisaged by and the performance of the obligations by HKCL Investments pursuant to the Sale and Purchase Agreement. Business activity of HKCL Pte: HKCL Pte has entered into the Property Acquisition Agreement dated 18th February, 2005 with the Property Vendors (being the 30 proprietors of the Property who collectively own all of the apartment units and the common areas comprised in the Property, and who, to the best of the Directors' knowledge,