Aceso Life Science Group Limited — Proxy Solicitation & Information Statement 2010

Nov 9, 2010

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 a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Hao Tian Resources Group Limited , you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale 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 however arising from or in reliance upon the whole or any part of the contents of this circular.

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HAO TIAN RESOURCES GROUP LIMITED 昊天能源集團有限公司

(formerly known as “Winbox International (Holdings) Limited 永保時國際（控股）有限公司”)

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00474)

PROPOSED GRANTS OF OPTIONS REFRESHMENT OF GENERAL MANDATE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee

A letter from the board of directors of Hao Tian Resources Group Limited is set out on pages 6 to 14 of this circular. A letter from the independent board committee of Hao Tian Resources Group Limited is set out on page 15 of this circular. A letter from the independent financial adviser containing its advice to the independent board committee and the independent shareholders of Hao Tian Resources Group Limited is set out on pages 16 to 21 of this circular.

A notice convening an extraordinary general meeting of Hao Tian Resources Group Limited to be held at The Focal Point, Worldwide Executive Centre, Level 10, World-Wide House, 19 Des Voeux Road Central, Hong Kong on Thursday, 25 November 2010, at 2:30 pm is set out on pages 22 to 24 of this circular. A form of proxy for use at the extraordinary general meeting is enclosed. Whether or not you intend to attend and vote at the extraordinary general meeting or any adjourned meeting (as the case may be) in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible, but in any event not less than 48 hours before the time appointed for holding such meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjourned meeting (as the case may be) should you so wish.

10 November 2010

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
RESPONSIBILITY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
LETTER FROM THE INDEPENDENT BOARD COMMITTEE. . . . . . . . . . . . . . . . . . .	15
LETTER FROM MITSUBISHI UFJ SECURITIES (HK) CAPITAL, LIMITED . . . . . . .	16
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . .	22

– i –

DEFINITIONS

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

“Acceptance Date” the date on which the Proposed Grant was accepted by the relevant Grantee “Allotment Date” the date on which Share(s) is or are allotted pursuant to the exercise of any option(s) “associate(s)” has the meaning ascribed thereto under the Listing Rules “Board” the board of Directors “Company” Hao Tian Resources Group Limited, a company incorporated in the Cayman Islands with limited liability and the Shares are listed and traded on the Stock Exchange “connected person(s)” has the meaning ascribed thereto under the Listing Rules “controlling shareholder(s)” has the meaning ascribed thereto under the Listing Rules “Date of Grant” 27 September 2010, being the date on which the grants of options to subscribe for an aggregate of 45,000,000 Shares were approved by the Board and offered to the Grantees “Directors” the directors of the Company “EGM” the extraordinary general meeting of the Company to be held at The Focal Point, Worldwide Executive Centre, Level 10, World-Wide House, 19 Des Voeux Road Central, Hong Kong on Thursday, 25 November 2010, at 2:30 pm “First Option Period” the period from the expiry of one (1) year from the Acceptance Date up to the date immediately before the fourth anniversary of the Acceptance Date “General Mandate” the general mandate as refreshed and granted to the Directors by the Shareholders at the annual general meeting of the Company held on 27 September 2010 to allot, issue and deal with up to 20% of the then issued share capital of the Company as at the date of the annual general meeting

– 1 –

DEFINITIONS

• “Grantees”

• “Group”

• “HK$”or “Hong Kong Dollars”

• “Hong Kong”

• “Independent Board Committee”

• “Independent Financial Adviser” or “Mitsubishi UFJ”

• “Independent Shareholders”

• “Latest Practicable Date”

• “Listing Rules”

Mr. Ma, Ms. Li Lun and Ms. Li Shao Yu, and a “ Grantee means any one of them

the Company and its subsidiaries

Hong Kong dollars, the lawful currency of Hong Kong

the Hong Kong Special Administrative Region of the PRC

an independent board committee of the Company, comprising Dr. Tam Hok Lam, Tommy, J.P. , Mr. Zhu Yongguang and Mr. Chan William, being all the independent non-executive Directors, for the purpose of advising the Independent Shareholders in respect of the refreshment of General Mandate

Mitsubishi UFJ Securities (HK) Capital, Limited, a registered institution to carry out Type 1 (dealing in securities), Type 4 (advising on securities) and Type 6 (advising on corporate finance) of the regulated activities under the SFO, being the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the refreshment of General Mandate

• Shareholders other than the controller shareholders of the Company, the connected persons of the Company, the Grantees and their respective associates (as the case may be)

• 8 November 2010, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• the Rules Governing the Listing of Securities on the Stock Exchange

– 2 –

DEFINITIONS

“Mr. Ma”	Mr. Ma Lishan, an executive Director and one of the
	Grantees. As at the Latest Practicable Date, Mr. Ma held
	40% of the issued share capital of China Capital Group
	Limited, which in turn, held 25% of the issued share capital
	of Real Power Holdings Limited, a substantial shareholder
	of the Company which was interested in 891,870,563
	Shares (being interested in 393,953,697 Shares of the
	Company and convertible notes issued by the Company on
	25 January 2010 in the outstanding principal amount of
	US$56,529,633.40 convertible into 497,916,866 Shares)
“Ms. Li Lun”	a staff member of the Group, the spouse of Mr. Ma and one
	of the Grantees
“Ms. Li Shao Yu”	a substantial shareholder of the Company, a staff member
	of the Group and one of the Grantees. As at the Latest
	Practicable Date, Ms. Li Shao Yu held 99% of the issued
	share capital of TRXY Development (HK) Limited,
	a substantial shareholder of the Company which was
	interested in 313,787,428 Shares (being interested in
	146,216,443 Shares of the Company and convertible
	notes issued by the Company on 25 January 2010 in
	the outstanding principal amount of US$19,024,714.80
	convertible into 167,570,985 Shares) and 75% of the issued
	share capital of Real Power Holdings Limited
“Placing”	the placing, on a best efforts basis, of a maximum of
	363,740,000 new Shares pursuant to the terms of the
	Placing Agreement, which was announced by the Company
	on 20 October 2010 and completed on 26 October 2010
“Placing Agent”	Kingston Securities Limited, a licensed corporation to
	carry on business in type 1 regulated activity (dealing in
	securities) under the SFO
“Placing Agreement”	the conditional placing agreement entered into between the
	Company and the Placing Agent dated 20 October 2010 in
	relation to the Placing
“PRC”	the People’s Republic of China

– 3 –

DEFINITIONS

“Proposed Grants”	the grants of options to the Grantees on 27 September 2010
	to subscribe for an aggregate of 45,000,000 Shares at an
	exercise price of HK$0.80 per Share and the expression
	“Proposed Grant” shall be construed accordingly
“Second Option Period”	the period from the expiry of two (2) years from the
	Acceptance Date up to the date immediately before the fifth
	anniversary of the Acceptance Date
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
“Share Option Scheme”	the share option scheme adopted by the Company on 16
	May 2006
“Share(s)”	share(s) of HK$0.05 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Third Option Period”	the period from the expiry of three (3) years from the
	Acceptance Date up to the date immediately before the
	sixth anniversary of the Acceptance Date
“US$”	United States dollars, the lawful currency of the United
	States of America
“%”	per cent.

– 4 –

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 document misleading.

– 5 –

LETTER FROM THE BOARD

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HAO TIAN RESOURCES GROUP LIMITED 昊天能源集團有限公司

(formerly known as “Winbox International (Holdings) Limited 永保時國際（控股）有限公司”) (Incorporated in the Cayman Islands with limited liability)

(Stock code: 00474)

Executive Directors: Mr. Ma Lishan (Chairman) Mr. Fung Ka Pun (Vice-chairman) Mr. Ng Cheuk Fan, Keith Mr. Mak Yiu Tong

Non-executive Director: Ms. Fung Wing Ki, Vicky

Independent non-executive Directors: Dr. Tam Hok Lam, Tommy, J.P. Mr. Zhu Yongguang Mr. Chan William

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head Office and Principal Place of Business: Unit 4803, 48th Floor COSCO Tower 183 Queen’s Road Central Hong Kong

10 November 2010

To the Shareholders

Dear Sir or Madam,

INTRODUCTION

On 27 September 2010, the Board announced that the grant of options to subscribe for an aggregate of 45,000,000 Shares were offered to the Grantees.

The purpose of this circular is to provide you with information relating to (i) the Proposed Grants; (ii) the refreshment of General Mandate; (iii) a letter of advice from the Independent Board Committee to the Independent Shareholders; (iv) a letter of advice from Mitsubishi UFJ, the Independent Financial Adviser setting out, among other things, its recommendation to the Independent Board Committee and to the Independent Shareholders; and (v) the notice of the EGM to be convened and held for the purpose of considering and, it thought fit, approving the resolutions in respect of the Proposed Grants and the refreshment of the General Mandate.

– 6 –

LETTER FROM THE BOARD

PROPOSED GRANTS OF OPTIONS

On 27 September 2010, the Company offered to grant options to the Grantees to subscribe for an aggregate of 45,000,000 Shares under the Share Option Scheme.

The following are the details of the options granted:

Date of Grant : 27 September 2010 Exercise price of the : HK$0.80 per Share, and was determined as being the higher options granted of (i) closing price of the Shares on the Date of Grant; and (ii) average closing price of the Shares for the five trading days immediately preceding the Date of Grant Number of options granted : 45,000,000 options (each option entitles the holder to subscribe for one Share) Names of the Grantees : (i) Mr. Ma (20,000,000 options) (ii) Ms. Li Lun (6,000,000 options) (iii) Ms. Li Shao Yu (19,000,000 options) Closing price of the Shares : HK$0.79 per Share on the Date of Grant Average closing price : HK$0.80 per Share of the Shares for the five trading days immediately preceding the Date of Grant Validity period of the : (i) 30% of the options during the First Option Period options (ii) 30% of the options during the Second Option Period (iii) 40% of the options during the Third Option Period

– 7 –

LETTER FROM THE BOARD

• Vesting period, being the : (i) 30% of the options can be exercised only after the minimum period for commencement of the First Option Period which the options must be held before they can (ii) 30% of the options can be exercised only after the be exercised commencement of the Second Option Period

• (iii) 40% of the options can be exercised only after the commencement of the Third Option Period

• Performance target : No performance targets are required to be achieved by the relevant Grantee before the options can be exercised

• Consideration : On acceptance of the Proposed Grant, HK$1.00 must be paid by the relevant Grantee within 28 days from the Date of Grant

• Voting, dividend, transfer : The Shares to be allotted upon the exercise of an option and other rights granted will not carry voting rights until the name of the Grantee has been entered into the share register of the Company in accordance with the articles of association of the Company. Subject to the aforesaid, the Shares to be allotted upon exercise of an option will be subject to all the provisions of the articles of association of the Company for the time being in force and will rank pari passu in all respects with the existing fully-paid Shares in issue on the relevant Allotment Date and accordingly will entitle the holders thereof to participate in voting, transfer and other rights including those arising on liquidation of the Company, all dividends or other distributions paid or made after the Allotment Date other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the Allotment Date.

– 8 –

LETTER FROM THE BOARD

The following table set out further details of the options granted to the Grantees:

			Percentage with
			respect to
	Number of		the number
	options granted		of Shares
	in the		in issue (being
	12-month		1,818,713,781
	period up to and		Shares) as at
	including the	Value of	the Date
Name of Grantee	Date of Grant	options granted	of Grant
Mr. Ma	20,000,000	HK$16,000,000	1.1%
Ms. Li Lun	6,000,000	HK$4,800,000	0.33%
Ms. Li Shao Yu	19,000,000	HK$15,200,000	1.04%

Each of the Proposed Grants has been determined and approved by the remuneration committee of the Board by reference to the experience and qualification and duties and responsibilities of the relevant Grantee. In addition, the Board considers that the Grantees have made recognised contributions to the Group in the past and will continue to make contributions to the Group thereafter. Therefore, the Board believes that the Proposed Grants serve the purpose of the Share Option Scheme, which is to recognise and motivate the contribution of, among others, employees and advisers to the Group.

The Proposed Grants have been approved by the independent non-executive Directors in accordance with Rule 17.04(1) of the Listing Rules and paragraph 8.2 of the rules of the Share Option Scheme.

Pursuant to Rule 17.04(1) of the Listing Rules and paragraph 8.3 of the rules of the Share Option Scheme, given that (i) Mr. Ma is an executive Director; (ii) Ms. Li Lun is the spouse of Mr. Ma; and (iii) the Proposed Grants to Mr. Ma and Ms. Li Lun will result in the Shares issued and to be issued upon exercise of all options already granted and to be granted (including options exercised, cancelled and outstanding) to them in the 12-month period up to and including the Date of Grant: (a) representing in aggregate over 0.1% of the Shares in issue; and (b) having an aggregate value, based on the closing price of the Shares at the Date of Grant, in excess of HK$5 million, the Proposed Grants to Mr. Ma and Ms. Li Lun must be approved by the Shareholders at the EGM, at which all connected persons of the Company must abstain from voting in favour thereat.

– 9 –

LETTER FROM THE BOARD

Pursuant to Rule 17.04(1) of the Listing Rules and paragraph 8.3 of the rules of the Share Option Scheme, given that (i) Ms. Li Shao Yu is a substantial shareholder of the Company; and (ii) the Proposed Grant to Ms. Li Shao Yu will result in the Shares issued and to be issued upon exercise of all options already granted and to be granted (including options exercised, cancelled and outstanding) to her in the 12-month period up to and including the Date of Grant: (a) representing in aggregate over 0.1% of the Shares in issue; and (b) having an aggregate value, based on the closing price of the Shares at the Date of Grant, in excess of HK$5 million, the Proposed Grant to Ms. Li Shao Yu must be approved by the Shareholders at the EGM, at which all connected persons of the Company must abstain from voting in favour thereat.

The following table set out the shareholdings of the Grantees and the connected persons of the Company as at the Latest Practicable Date:

		Approximate
		percentage of
	Number of	shareholding
Name	Shares	in the Company
Mr. Ma	0	0%
Ms. Li Lun	0	0%
Ms. Li Shao Yu	0	0%
Real Power Holdings Limited (Note 1)	393,953,697	18.05%
TRXY Development (HK) Limited (Note 2)	146,216,443	6.70%
Mr. Fung Ka Pun (Executive Director)	519,081	0.02%
Ms. Fung Wing Ki, Vicky (Non-executive Director)	2,337,262	0.11%
Gainbest Investments Limited (Note 3)	80,000,000	3.66%
Goodwill International (Holdings) Limited (Note 3)	22,182,011	1.02%
Bo Hing Limited (Note 3)	5,581	0.0002%
Dr. Tam Hok Lam, Tommy,J.P.	400,000	0.02%

Notes:

1. Real Power Holdings Limited is beneficially owned as to 25% by China Capital Group Limited and 75% by TRXY Development (HK) Limited. China Capital Group Limited is beneficially owned as to 40% by Mr. Ma.

2. TRXY is beneficially owned as to 99% by Ms. Li Shao Yu.

3. Each of Gainbest Investments Limited, Goodwill International (Holdings) Limited and Bo Hing Limited is an associate of Mr. Fung Ka Pun, an executive Director.

– 10 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, no notice has been received by the Board from any of the above connected persons of the Company of his, her or its intention to vote against the relevant resolution at the EGM.

Pursuant to Rule 17.03(4) of the Listing Rules and paragraph 8.5 of the rules of the Share Option Scheme, given the Proposed Grants to Mr. Ma and Ms. Li Lun will result in the Shares issued and to be issued upon exercise of all options granted and to be granted to them (including exercised, cancelled and outstanding options) in the 12-month period up to and including the Date of Grant representing in aggregate over 1% of the Shares in issue, the Proposed Grants to Mr. Ma and Ms. Li Lun must be separately approved by the Shareholders at the EGM with the Grantees and their associates abstaining from voting.

Pursuant to Rule 17.03(4) of the Listing Rules and paragraph 8.5 of the rules of the Share Option Scheme, given the Proposed Grant to Ms. Li Shao Yu will result in the Shares issued and to be issued upon exercise of all options granted and to be granted to her (including exercised, cancelled and outstanding options) in the 12-month period up to and including the Date of Grant representing in aggregate over 1% of the Shares in issue, the Proposed Grant to Ms. Li Shao Yu must be separately approved by the Shareholders at the EGM with Mr. Li Shao Yu and her associates abstaining from voting.

REFRESHMENT OF GENERAL MANDATE

Background of the refreshment of General Mandate

At the annual general meeting of the Company held on 27 September 2010, the Shareholders passed ordinary resolutions in approving, among others, the General Mandate, pursuant to which the Directors were authorised to issue, allot and otherwise deal with a maximum of 363,742,756 Shares, representing 20% of the total nominal amount of the share capital of the Company in issue on the date of passing such resolutions.

Since the granting of the General Mandate to the Latest Practicable Date, the General Mandate has been utilised as to 363,740,000 Shares, representing approximately 99.99% of the aggregate number of Shares which may be allotted and issued under the General Mandate, as a result of the Placing of 363,740,000 Shares to independent placees as completed on 26 October 2010.

There has been no refreshment of the General Mandate since the said annual general meeting. Therefore, after the Placing, only a total of 2,756 new Shares might be further issued and allotted under the General Mandate.

– 11 –

LETTER FROM THE BOARD

Reasons for refreshment of General Mandate

In order to provide flexibility to raise funds for its future business development and/or any potential investment opportunities to be identified by the Company, the Board proposes to refresh the General Mandate for the Directors to allot, issue and deal with new Shares with an aggregate nominal amount of not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the EGM. As the refreshment of the General Mandate is proposed to the Shareholders prior to the Company’s next annual general meeting, and therefore, under Rule 13.36(4) of the Listing Rules, the refreshment of General Mandate will be subject to Independent Shareholders’ approval at the EGM.

As at the Latest Practicable Date, a total of 2,182,453,781 Shares were in issue. Subject to the passing of the proposed resolutions for the refreshment of General Mandate and on the basis that no Share will be issued or repurchased by the Company prior to the EGM, the Company will be allowed under the refreshed General Mandate to issue a maximum of 436,490,756 new Shares.

The Independent Board Committee, comprising Dr. Tam Hok Lam, Tommy, J.P., Mr. Zhu Yongguang, Mr. Chan William, all being the independent non-executive Directors, has been formed to consider the refreshment of General Mandate. Mitsubishi UFJ has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

– 12 –

LETTER FROM THE BOARD

Pursuant to Rule 13.36(4) of the Listing Rules, any controlling shareholders and their respective associates, or where there is no controlling shareholder, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the resolutions to approve the refreshment of General Mandate to be proposed at the EGM. Given that the Company had no controlling shareholder as at the Latest Practicable Date, all the Directors (excluding the independent nonexecutive Directors) together with its associates as set out in the following table are required to abstain from voting in favour of the resolutions in respect of refreshment of General Mandate.

	Number of
	Shares held
	as at the Latest
Name	Practicable
Mr. Fung Ka Pun (Executive Director)	519,081
Ms. Fung Wing Ki, Vicky (Non-executive Director)	2,337,262
Real Power Holdings Limited (Note 1)	393,953,694
TRXY Development (HK) Limited (Note 2)	146,216,443
Gainbest Investments Limited (Note 3)	80,000,000
Goodwill International (Holdings) Limited (Note 3)	22,182,011
Bo Hing Limited (Note 3)	5,581

Notes:

1. Real Power Holdings Limited is beneficially owned as to 25% by China Capital Group Limited and 75% by TRXY Development (HK) Limited. China Capital Group Limited is beneficially owned as to 40% by Mr. Ma.

2. TRXY is beneficially owned as to 99% by Ms. Li Shao Yu.

3. Each of Gainbest Investments Limited, Goodwill International (Holdings) Limited and Bo Hing Limited is an associate of Mr. Fung Ka Pun, an executive Director.

– 13 –

LETTER FROM THE BOARD

EXTRAORDINARY GENERAL MEETING

The notice of the EGM is set out on pages 22 to 24 of this circular. The EGM will be convened for the purpose of considering and, if thought fit, passing the resolutions to approve the Proposed Grants and the refreshment of the General Mandates. A form of proxy for the EGM is enclosed herewith. Whether or not you are able to attend the EGM in person, please complete and return the form of proxy in accordance with the instructions printed thereon to the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjourned meeting (as the case may be) should you so wish. Pursuant to the Listing Rules, voting by poll is required for any resolution put to vote at the EGM.

RECOMMENDATION

Your attention is drawn to (i) the letter from the Independent Board Committee set out on page 15 of this circular which contains its recommendation to the Independent Shareholders in relation to the refreshment of General Mandate; and (ii) the letter from Mitsubishi UFJ, the Independent Financial Adviser set out on pages 16 to 21 of this circular which contains its advice and recommendation to the Independent Board Committee and the Independent Shareholders.

In light of the past contributions of the Grantees to the Group and their expected contributions to the Group, the Directors (including all independent non-executive Directors) consider that the Proposed Grants are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors (including all independent non-executive Directors) recommend the Independent Shareholders to vote in favor of the relevant resolutions to be proposed at the EGM.

As at the Latest Practicable Date, the Company had no controlling shareholder. Accordingly, no Shareholder but the Directors (excluding the independent non-executive Directors), the chief executive of the Company and their respective associates are required to abstain from voting in favour of the ordinary resolutions in respect of the refreshment of General Mandate pursuant to Rule 13.36(4) of the Listing Rules. The Board recommends the Independent Shareholders to vote in favour of the ordinary resolution in respect of the refreshment of General Mandate to be proposed at the EGM.

By Order of the Board Hao Tian Resources Group Limited Ma Lishan

Chairman

– 14 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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HAO TIAN RESOURCES GROUP LIMITED 昊天能源集團有限公司

(formerly known as “Winbox International (Holdings) Limited 永保時國際（控股）有限公司”)

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00474)

10 November 2010

To the Independent Shareholders

Dear Sir or Madam,

We refer to the circular of the Company dated 10 November 2010 (“Circular”), of which this letter forms part. Unless the context requires otherwise, capitalised terms used in the Circular shall have the same meanings when used herein.

We have been appointed to advise the Independent Shareholders in connection with the refreshment of General Mandate. Mitsubishi UFJ has been appointed as the Independent Financial Adviser to advise us and the Independent Shareholders in this respect.

We are of the view that the terms of the refreshment of General Mandate, after taking into account the advice of the Independent Financial Adviser as set out from pages 16 to 21 of the Circular, are fair and reasonable so far as the Independent Shareholders are concerned, and that the refreshment of General Mandate is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolutions to be proposed at the EGM to approve the refreshment of General Mandate.

Yours faithfully,

Independent Board Committee

Dr. Tam Hok Lam, Tommy, J.P. Mr. Zhu Yongguang Mr. Chan William Independent non-executive Directors

– 15 –

LETTER FROM MITSUBISHI UFJ SECURITIES (HK) CAPITAL, LIMITED

10 November 2010

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

REFRESHMENT OF THE GENERAL MANDATE

INTRODUCTION

We refer to our engagement as independent financial adviser to advise the Independent Board Committee and the Independent Shareholders of the Company in respect of the terms of the refreshment of the General Mandate, particulars of which are set out in the circular (the “Circular”) of the Company dated 10 November 2010 and in which this letter is reproduced. Unless the context requires otherwise, capitalised terms used in this letter shall have the same meanings as ascribed to them under the section headed “Definitions” in the Circular.

The refreshment of the General Mandate is proposed to the Shareholders prior to the Company’s next annual general meeting. Accordingly, the refreshment of General Mandate will be subject to Independent Shareholders’ approval at the EGM pursuant to Rule 13.36(4) of the Listing Rules. Any controlling shareholders and their respective associates, or where there is no controlling shareholder, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the resolutions to approve the refreshment of General Mandate to be proposed at the EGM. Given that the Company had no controlling shareholder as at the Latest Practicable Date, all the Directors (excluding the independent non-executive Directors) together with its associates are required to abstain from voting in favour of the resolutions in respect of refreshment of General Mandate.

In formulating our opinion, we have relied on the accuracy of the information and representations contained in the Circular and have assumed that all information and representations made or referred to in the Circular were true at the time they were made and continue to be true as at the date of the Circular. We have also relied on our discussion with the management of the Company regarding the Group and the refreshment of the General Mandate, including the information and representations contained in the Circular. We have also assumed that all statements of belief, opinion and intention made by the Directors and the Company in the Circular were

– 16 –

LETTER FROM MITSUBISHI UFJ SECURITIES (HK) CAPITAL, LIMITED

reasonably made after due enquiry. We consider that we have reviewed sufficient information to reach an informed view, to justify our reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our advice. We have no reason to suspect that any material facts have been omitted or withheld from the information contained or opinions expressed in the Circular nor to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors. We have not, however, conducted an independent in-depth investigation into the business and affairs of the Group and their respective associates nor have we carried out any independent verification of the information supplied.

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background of the refreshment of the General Mandate

At the annual general meeting of the Company held on 27 September 2010, the Shareholders passed ordinary resolutions in approving, among others, the General Mandate, pursuant to which the Directors were authorised to issue, allot and otherwise deal with a maximum of 363,742,756 Shares, representing 20% of the total nominal amount of the share capital of the Company in issue on the date of passing such resolutions.

Since the granting of the General Mandate to the Latest Practicable Date, the General Mandate has been utilised as to 363,740,000 Shares, representing approximately 99.99% of the aggregate number of Shares which may be allotted and issued under the General Mandate, as a result of the Placing of 363,740,000 Shares to independent placees as completed on 26 October 2010.

The Board proposes to refresh the General Mandate for the Directors to allot, issue and deal with new Shares with an aggregate nominal amount of not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the EGM.

2. Reasons of the refreshment of the General Mandate

Given that the General Mandate was granted in the last annual general meeting of the Company held on 27 September 2010, we have been advised by the Company that the next annual general meeting is not expected to be held until around September 2011, which is about ten months away from the Latest Practicable Date. If the General Mandate is not to be refreshed in the EGM, then only a total of 2,756 new Shares (representing approximately 0.01% of the aggregate number of Shares which may be allotted and issued under the General Mandate) might be further issued and allotted, until the general mandate is approved in the next annual general meeting as there has been no refreshment of the General Mandate since the last annual general meeting.

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LETTER FROM MITSUBISHI UFJ SECURITIES (HK) CAPITAL, LIMITED

In order to provide flexibility to raise funds for its future business development and/or any potential investment opportunities to be identified by the Company, the Directors consider that it is in the interests of the Company to refresh the General Mandate.

We understand that it is the Directors’ belief that the refreshment of the General Mandate will provide the Company with an additional alternative of equity funding when there is funding requirement or when any business opportunities arise in the future. In particular, the Directors consider that if investment or acquisition opportunities arise, it would be possible that decisions may have to be made within a limited period of time. The refreshment of the General Mandate would provide the Group with higher degree of flexibility as allowed under the Listing Rules to issue new Shares or other convertible instruments to raise funds for such future potential investments or acquisitions opportunities (or as consideration payment therefor).

On the above basis, we consider there are acceptable grounds for the Directors to propose the refreshment of the General Mandate to issue new Shares in the EGM as it provides a means for the Company to raise funds expeditiously for its operations and future development when investment opportunities arise.

3. Other financing alternatives

Other than raising fund by way of issuing equity capital, we understand that the Directors had considered other financing methods such as bank borrowings, debt financing and funding through internal resources in order to meet its financing requirements arising from future development of the Group. The ability of the Group to obtain bank borrowings usually depends on the Group’s profitability, financial position and the then prevailing market condition. Upon our enquiry, we understand from the Directors that it may be difficult for the Group to obtain bank borrowings or debt financing at competitive pricing level at this stage in view of (1) the lossmaking result of the Group for the two consecutive years ended 31 March 2010 (even though the impairment loss recognised in respect of goodwill is to be excluded) and (2) the expectation gap on the extent of collateral/covenant requirements between the Group (as borrower) and the banks (as lender).

Furthermore, such alternative may be subject to lengthy due diligence and negotiations with banks or financial institutions. Given also that bank borrowings or debt financing would incur interest burden on the Group, the Directors consider bank borrowings and debt financing to be relatively costly, uncertain and time-consuming as compared to equity financing, such as placing of new Shares, for the Group to obtain additional funding. As further advised by the Directors, the potential increase in the shareholders’ equity of the Company upon utilisation of the General Mandate to be refreshed can improve the Group’s gearing position and hence the Group’s bargaining power of raising funds from bank borrowings or debt financing.

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LETTER FROM MITSUBISHI UFJ SECURITIES (HK) CAPITAL, LIMITED

Meanwhile, the Directors consider that the ability for the Group to obtain funding through internal resources is limited, in view of the negative operating cash flows before movements in working capital of HK$16,350,000 recorded for the year ended 31 March 2010. Upon review of the annual report of the Company, we note that the Group’s “bank balances and cash” (of HK$302,671,000) as at 31 March 2010 might have even become negative if the “proceeds from placement of new Shares” (raising cash inflow of HK$665,560,000) did not materialise during the year ended 31 March 2010.

On the above basis, and in view that the “grant of specific mandate” (as an alternative) is otherwise subject to the then approval of the Independent Shareholders which may cause undue delay if the Group wishes to carry out timely acquisitions, we concur with the Directors’ view that if the General Mandate is refreshed, the Group will be in a better bargaining position in the negotiation of potential investments or acquisitions or fund raising by way of issuing new equity securities.

4. Potential dilution to shareholding interests of the Independent Shareholders

The following table sets out the shareholding structure of the Company as at Latest Practicable Date and upon the possible full utilisation of the General Mandate to be refreshed:

Real Power Holdings Limited TRXY Development (HK) Limited Mr. Fung Ka Pun and family members UBS AG The placees under the Placing Public Shares issued under the General Mandate to be refreshed Total	As at the Latest Practicable Date (No. of Shares) % 393,953,697 18.05 146,216,443 6.70 110,221,510 5.05 112,344,000 5.15 363,740,000 16.67 1,055,978,131 48.38 – – 2,182,453,781 100.00	Assuming full utilisation of the General Mandate to be refreshed (No. of Shares) % 393,953,697 15.04 146,216,443 5.58 110,221,510 4.21 112,344,000 4.29 363,740,000 13.89 1,055,978,131 40.32 436,490,756 16.67 2,618,944,537 100.00

As a result of possible full utilisation of the General Mandate to be refreshed, the aggregate shareholding of the existing public Shareholders will be diluted from approximately 48.38% to approximately 40.32%.

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LETTER FROM MITSUBISHI UFJ SECURITIES (HK) CAPITAL, LIMITED

Taking into consideration that the refreshment of the General Mandate could strengthen the capital base of the Company which may be raised thereunder and provides more options to the Group for financing further development of its business as well as other investments/acquisitions as and when such opportunities arise, coupled with the fact that the shareholding of all the Shareholders will be diluted to the same extent upon any utilization of the General Mandate to be refreshed, we consider that the potential dilution to the shareholding of the Shareholders is acceptable.

5. Equity fund raising activities in the past twelve months

During the past 12 months prior to the Latest Practicable Date, the Company has conducted the following equity fund raising activities:

				Actual use of
Date of		Approximate	Intended use	net proceeds as at
announcement	Event	net proceeds	of net proceeds	the Latest Practicable Date
15 January 2010	Placing of 554,216,000	HK$665.56 million	For such purposes as	Approximately
	Shares for, amongst others,		set out in the section	HK$620,430,000 has been
	the purpose of, and as a		headed “Letter from	utilised as intended, and the
	condition to, completion of		the Board – Financing	remainder (approximately
	the acquisitions of the entire		of the Acquisitions and	HK$45 million) has been
	issued share capital of each		Specific Mandate to issue	placed as deposits in banks
	of Merrymaking Investments		New Shares – Uses of	in PRC, which are retained
	Limited and Pleasing Results		the proceeds form the	for intended use of
	Ltd.		Placing” in the circular	mechanical/electrical/civil
			of the Company dated	and earth work for Mine No.
			28 December 2009 (the	4 (as defined in the VSA
			“VSA Circular”)	Circular) and washing plant
20 October 2010	Placing of 363,740,000 new	HK$319 million	Intended to be used	None has so far been used,
	Shares		as general working	and has been placed as
			capital, and for capital	deposits in (1) bank (as
			expenditure and future	to approximately HK$69
			possible acquisitions	million) in Hong Kong and
				(2) securities firm (cash
				custodian account) (as to
				approximately HK$250
				million) in Hong Kong

As illustrated in the above table, the Company has successful track record of issuing new Shares under the general/specific mandate as approved by the Shareholders in the past general meetings of the Company preceding the Latest Practicable Date.

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LETTER FROM MITSUBISHI UFJ SECURITIES (HK) CAPITAL, LIMITED

The General Mandate will, if refreshed, remain effective until the earliest of:

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

• (ii) the expiration of the period within which next annual general meeting of the Company is required to be held by the Cayman Islands or the articles of association of the Company; and

• (iii) its revocation or variation by ordinary resolutions of the Shareholders in general meeting.

RECOMMENDATION

Having considered the above principal factors, we are of the opinion that the refreshment of the General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and the refreshment of the General Mandate is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to, and we recommend the Independent Board Committee to advise the Independent Shareholders to, vote in favour of the resolution approving the refreshment of the General Mandate at the EGM.

Yours faithfully, For and on behalf of Mitsubishi UFJ Securities (HK) Capital, Limited Harry Yu

Executive Director

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NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [43 x 55] intentionally omitted <==

HAO TIAN RESOURCES GROUP LIMITED 昊天能源集團有限公司

(formerly known as “Winbox International (Holdings) Limited 永保時國際（控股）有限公司”)

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00474)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“ EGM ”) of Hao Tian Resources Group Limited (“ Company ”) will be held at The Focal Point, Worldwide Executive Centre, Level 10, World-Wide House, 19 Des Voeux Road Central, Hong Kong on Thursday, 25 November 2010 at 2:30 pm for the purposes of considering and, if thought fit, passing, with or without modifications, the following resolutions:

ORDINARY RESOLUTIONS

1. “ THAT the grant of options to Mr. Ma Lishan, an executive director of the Company, on 27 September 2010 to subscribe for 20,000,000 shares (“ Shares ”) of HK$0.05 each in the share capital of the Company at an exercise price of HK$0.80 per Share be and is hereby approved, confirmed and ratified.”

2. “ THAT the grant of options to Ms. Li Lun, a staff member of the Company and its subsidiaries (“ Group ”) and the spouse of Mr. Ma Lishan, on 27 September 2010 to subscribe for 6,000,000 Shares at an exercise price of HK$0.80 per Share be and is hereby approved, confirmed and ratified.”

3. “ THAT the grant of options to Ms. Li Shao Yu, a substantial shareholder of the Company and a staff member of the Group, on 27 September 2010 to subscribe for 19,000,000 Shares at an exercise price of HK$0.80 per Share be and is hereby approved, confirmed and ratified.”

4. “ THAT

5. (a) the exercise by the directors during the Relevant Period (as defined below) of all the powers of the Company to issue, allot and dispose of additional shares of the Company and to make or grant offers, agreements and options which would or might require shares to be allotted, issued or disposed of during or after the end of the Relevant Period, be and is hereby generally and unconditionally

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NOTICE OF EXTRAORDINARY GENERAL MEETING

approved, provided that, otherwise than pursuant to (i) a rights issue where shares are offered to shareholders on a fixed record date in proportion to their then holdings of shares (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong) or (ii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company or (iv) the exercise of subscription rights attaching to any warrants issued by the Company and from time to time outstanding, the total nominal amount of additional shares to be issued, allotted, disposed of or agreed conditionally or unconditionally to be issued, allotted or disposed of (whether pursuant to an option or otherwise) shall not in total exceed 20% of the total nominal amount of the share capital of the Company in issue on the date of this resolution and the said approval shall be limited accordingly; and

• (b) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

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

• (ii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders in a general meeting; and

• (iii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the laws of the Cayman Islands to be held.”

By Order of the Board

Hao Tian Resources Group Limited Yu Tat Chi, Michael

Company Secretary

Hong Kong, 10 November 2010

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Principal place of business in Hong Kong:

Unit 4803, 48th Floor

COSCO Tower 183 Queen’s Road Central Hong Kong

Notes:

1. A member entitled to attend and vote at the above meeting (or at any adjournment thereof) is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment thereof), either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at the above meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

3. In order to be valid, the forms of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practise in Hong Kong), must be deposited with the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 17121716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the above meeting or any adjournment thereof.

4. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the extraordinary general meeting or any adjourned meeting (as the case may be) should he so wish.

5. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

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