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

Jul 29, 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 your 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, together with the enclosed form of proxy, to the purchaser or the transferee or the bank, licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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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)

PROPOSAL FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS

AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Hao Tian Resources Group Limited to be held at The Seminar Room, Level 3, The Executive Centre, Three Pacific Place, 1 Queen’s Road East, Hong Kong on Monday, 27 September 2010, at 11:30 a.m. is set out on pages 19 to 22 of this circular. Whether or not you are able to attend the Annual General Meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office 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 the Annual General Meeting 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 Annual General Meeting or any adjourned meeting (as the case may be) should you so wish.

30 July 2010

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I – Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix II – Details of Retiring Directors Proposed to be Re-Elected. . . . . . . . . .	10
Appendix III – Procedures for Poll Voting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19

– i –

DEFINITIONS

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

“Annual General Meeting”

the annual general meeting of the Company to be held at The Seminar Room, Level 3, The Executive Centre, Three Pacific Place, 1 Queen’s Road East, Hong Kong on Monday, 27 September 2010, at 11:30 a.m., the notice of which is set out on pages 19 to 22 of this circular, or any adjournment thereof;

“Articles” the Articles of Association of the Company, as amended from time to time; “Associates” has the meanings ascribed to it under the Listing Rules; “Board” the board of directors of the Company; “Company” Hao Tian Resources Group Limited (formerly known as “Winbox International (Holdings) Limited”), a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange; “Director(s)” the director(s) of the Company; “Group” the Company and its subsidiaries; “HK$” Hong Kong dollars, the lawful currency of Hong Kong; “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China; “Latest Practicable Date” 27 July 2010, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular; “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange; “Notice” the notice convening the Annual General Meeting which is set out on pages 19 to 22 of this circular;

– 1 –

DEFINITIONS

“Repurchase Mandate”	a general mandate proposed to be granted to the Directors to
	exercise the power of the Company to repurchase Shares up
	to a maximum of 10% of the aggregate nominal amount of
	the issued share capital of the Company at the date of passing
	resolution no. 4(B) as set out in the Notice;
“Share(s)”	ordinary share(s) of HK$0.05 each in the capital of the
	Company;
“Shareholder(s)”	the holder(s) of the Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited; and
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers.

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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. Fung Ka Pun Mr. Ng Cheuk Fan, Keith Mr. Mak Yiu Tong

Non-executive directors: Ms. Fung Wing Ki, Vicky Mr. Mok Chiu Kuen Independent non-executive directors: Dr. Tam Hok Lam, Tommy, J.P. Dr. Hui Ka Wah, Ronnie, J.P. Mr. Leung Man Chun, Paul

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

Principal place of business: Room 4803, 48/F COSCO Tower 183 Queen’s Road Central Hong Kong

30 July 2010

To the Shareholders

Dear Sir or Madam,

PROPOSAL FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide Shareholders with information in connection with the proposals at the Annual General Meeting to (i) grant the Directors general mandates to issue Shares and repurchase Shares; and (ii) re-elect the retiring Directors.

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

On 21 August 2009, ordinary resolutions were passed by the then Shareholders giving general mandates to the Directors to:

• (1) allot, issue and deal with Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at 21 August 2009;

• (2) repurchase Shares with an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at 21 August 2009; and

• (3) add to the general mandate for issuing Shares by an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company.

The above general mandates will lapse at the conclusion of the Annual General Meeting. It is therefore proposed to seek your approval of the ordinary resolutions to be proposed at the Annual General Meeting to give fresh general mandates to the Directors.

At the Annual General Meeting, separate ordinary resolutions will be proposed to give to the Directors fresh general mandates (i) to allot, issue and deal with additional Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company at the date of passing of the resolution no. 4(A) as set out in the Notice (being 363,710,756 Shares based on 1,818,553,781 Shares in issue and assuming that no further Shares are issued prior to the Annual General Meeting); (ii) to repurchase Shares with an aggregate nominal amount up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing of the resolution no. 4(B) as set out in the Notice; and (iii) to add to such general mandate so granted to the Directors to allot, issue and deal with additional Shares by an amount representing the aggregate nominal amount of the share capital of the Company repurchased under the Repurchase Mandate. An explanatory statement containing all relevant information relating to the Repurchase Mandate is set out in the Appendix I to this circular.

RE-ELECTION OF DIRECTORS

In accordance with the Articles, Mr. Fung Ka Pun, Mr. Ng Cheuk Fan, Keith, Mr. Mak Yiu Tong, Ms. Fung Wing Ki, Vicky, Mr. Mok Chiu Kuen, Dr. Tam Hok Lam, Tommy, J.P,, Mr. Leung Man Chun, Paul and Mr. Zhu Yongguang (whose appointment will become effective on 1 August 2010) shall retire at the Annual General Meeting and, being eligible, offer themselves for re-election.

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LETTER FROM THE BOARD

Details of the retiring Directors who are proposed to be re-elected at the Annual General Meeting are set out in the Appendix II to this circular.

ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at The Seminar Room, Level 3, The Executive Centre, Three Pacific Place, 1 Queen’s Road East, Hong Kong on Monday, 27 September 2010, at 11:30 a.m. is set out on pages 19 to 22 of this circular for the purpose of considering and, if thought fit, passing the resolutions set out therein.

A form of proxy for use at the Annual General Meeting is enclosed. Whether or not you are able to attend the Annual General Meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office 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 the Annual General Meeting 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 Annual General Meeting or any adjourned meeting (as the case may be) should you so wish.

VOTING BY POLL AT THE ANNUAL GENERAL MEETING

Pursuant to Rule 13.39 of the Listing Rules, any votes of the Shareholders at a general meeting must be taken by poll. The Chairman of the meeting will therefore demand a poll for every resolution put to the vote at the Annual General Meeting pursuant to Article No. 66 of the Articles. An announcement on the poll results will be published after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

Details of procedures for conducting a poll are set out in the Appendix III to this circular.

RECOMMENDATION

The Directors consider that the proposals referred to in this circular are in the best interests of the Company and its Shareholders and therefore recommend the Shareholders to vote in favour of the resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

By Order of the Board Hao Tian Resources Group Limited JIP KI CHI Company Secretary

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EXPLANATORY STATEMENT

APPENDIX I

This is an explanatory statement required by the Stock Exchange to be presented to Shareholders concerning the Repurchase Mandate proposed to be granted to the Directors.

1. LISTING RULES FOR REPURCHASES OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.

The Listing Rules provide that all proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution, either by way of a general mandate to the Directors or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up.

2. FUNDING OF REPURCHASES

Any repurchases will be made out of funds which are legally available for such purpose in accordance with the memorandum of association and the Articles and the applicable laws of the Cayman Islands. The Cayman Islands laws provide that the amount of capital repaid in connection with a share repurchase may only be paid out of either the profits that would otherwise be available for distribution by way of dividend or the proceeds of a new issue of shares made for such purpose. The amount of premium payable on redemption may only be paid out of either the profit that would otherwise be available for distribution by way of dividend or out of share premium of the Company. Under the Cayman Islands laws, the repurchased shares will remain part of the authorised but unissued share capital of the Company. The Directors intend to apply the profits that would otherwise be available for distribution by way of dividend for any purchase of its Shares. There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 March 2010) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT

APPENDIX I

3. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company was comprised of 1,818,553,781 Shares.

Subject to the passing of the resolution no. 4(B) as set out in the Notice and on the basis that no further Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 181,855,378 Shares (representing 10% of the issued share capital of the Company) during the period from the date of the passing of the resolution no. 4(B) as set out in the Notice up to (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 the memorandum of association and the Articles or the applicable laws of Cayman Islands to be held; or (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting, whichever occurs first.

4. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders. The Directors have no present intention to repurchase any Shares but consider that the mandate will provide the Company the flexibility to make such repurchase when appropriate and beneficial to the Company.

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EXPLANATORY STATEMENT

APPENDIX I

5. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months prior to the Latest Practicable Date were as follows:

		Per Share
Month	Highest		Lowest
	HK$		HK$
2009
July	0.8800		0.7000
August	1.2600		0.8500
September	1.5000		0.9500
October	1.1200		0.9100
November	1.2200		0.8500
December	1.4000		0.9400
2010
January	1.8400		1.0000
February	1.2600		0.8600
March	1.4300		1.1100
April	1.2700		1.0100
May	1.1300		0.7100
June	0.9400		0.7600
From 1 July to the Latest Practicable Date	0.8600		0.6400

The Directors have undertaken to the Stock Exchange that they will exercise the Repurchase Mandate in accordance with the Listing Rules, the memorandum of association and the Articles and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their Associates, have any present intention to sell any Shares to the Company under the Repurchase Mandate if such is approved by the Shareholders.

No connected person (as defined in the Listing Rules) has notified the Company that he/she/ it has any present intention to sell Shares to the Company, nor has he/she/it undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

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EXPLANATORY STATEMENT

APPENDIX I

6. TAKEOVERS CODE

If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a shareholder or a group of shareholders acting in concert, depending on the level of increase of the shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Real Power Holdings Limited, a company incorporated in the British Virgin Islands with limited liability and a substantial Shareholder, held 388,873,697 Shares (representing approximately 21.38% of the issued share capital of the Company). TRXY Development (HK) Limited, a company incorporated in Hong Kong with limited liability and a Shareholder, held 146,216,443 Shares (representing approximately 8.04% of the issued share capital of the Company). For the purpose of the Takeovers Code, Real Power Holdings Limited, and TRXY Development (HK) Limited are parties acting in concert (the “Concert Parties”) and are taken to have an interest in a total of 535,090,140 Shares, representing approximately 29.42% of the issued share capital of the Company. In the event that the Directors should exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the resolution, the shareholdings and the attributable shareholdings of the Concert Parties would be increased to approximately 32.69% of the issued share capital of the Company and such increase would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

7. SHARE PURCHASE MADE BY THE COMPANY

No repurchase of Shares have been made by the Company in the preceding six months (whether on the Stock Exchange or otherwise) ending on the Latest Practicable Date.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

The details of the retiring Directors who are proposed to be re-elected at the Annual General Meeting are set out as follows:

MR. FUNG KA PUN

Mr. Fung Ka Pun , 64, is the Executive Director, Acting and Vice-Chairman of the Company. He is the father of Ms. Fung Wing Ki, Vicky. Mr. Fung is a member of the Association of International Accountants and a member of the Institute of Chartered Secretaries & Administrators. Mr. Fung currently is a Director of other companies listed on the Main Board of The Stock Exchange of Hong Kong Limited, namely, a Non-Executive Director of China SCE Property Holdings Limited (Stock Code: 1966) and an independent Non-Executive Director of each of Samling Global Limited (Stock Code: 3938), Denway Motors Limited (Stock Code: 203), GZI Transport Limited (Stock Code: 1052) and Lee Hing Development Co., Ltd. (Stock Code: 0068). He is the founder and chairman of Goodwill International (Holdings) Limited. Mr. Fung has over 30 years of experience in finance, securities and corporate finance business. Mr. Fung is a director of Boxmore Limited.

Pursuant to the new letter of appointment, Mr. Fung is entitled to a basic remuneration of HK$2,040,000 per annum and also be entitled to a grant of options to subscribe for 20,000,000 Shares under the Share Option Scheme. The remuneration of Mr. Fung has been determined by the remuneration committee of the Board by reference to his experience and qualification and duties and responsibilities with the Company.

The appointment of Mr. Fung as Executive Director, Acting and Vice-Chairman is for an initial term of two years commencing from 1 April 2010 and will hold office until the conclusion of the next annual general meeting of the Company after his appointment. In subsequent period, he will be subject to the retirement by rotation and be eligible for re-election at the annual general meeting of the Company in accordance with the articles of association of the Company.

As at Latest Practicable Date, Mr. Fung is interested in 126,390,986 shares of the Company (519,081 shares and 20,240,000 shares being personal interest in shares and share options respectively, 80,000,000 shares being his interest by virtue of the founder of a discretionary trust, 22,187,592 shares being corporate interest and 3,444,313 shares being spouse interest) within the meaning of Part XV of the Securities and Futures Ordinance, representing approximately 6.95% of the total issued share capital of the Company.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders and there is no other information which is discloseable pursuant to any of the requirements set out in Rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

MR. NG CHEUK FAN, KEITH

Mr. Ng Cheuk Fan, Keith , 49, is an Executive Director of the Company. Mr. Ng graduated from the University of Alberta, Canada with a Bachelor degree in commerce, majoring in accounting. He also received a Master of Commerce degree in Professional Accounting from the University of New South Wales, Australia. Mr. Ng is a member of the CPA Australia and the Hong Kong Institute of Certified Public Accountants. Mr. Ng has extensive management and accounting experience. Mr. Ng is an Executive Director of China Fortune Group Limited (“China Fortune”) and an Independent Non-Executive Director of The Hong Kong Building and Loan Agency Limited (both companies are listed on the Main Board of The Stock Exchange of Hong Kong Limited) and has been the managing director of China Fortune since 4 December 2007. Mr. Ng was appointed as the Executive Director of the Company in September 2009. He is also a director of the subsidiaries of the Company including Win Team Investments Limited, Hao Tian Management (China) Limited, Hao Tian Management (Hong Kong) Limited, Long Xin Holdings Limited and Dihong Limited.

Pursuant to the new letter of appointment, Mr. Ng is entitled to a basic remuneration of HK$390,000 per annum. The remuneration of Mr. Ng has been determined by the remuneration committee of the Board by reference to his experience and qualification and duties and responsibilities with the Company.

The appointment of Mr. Ng as Executive Director is for an initial term of three years commencing from 1 September 2009 and will hold office until the conclusion of the next annual general meeting of the Company after his appointment. In subsequent period, he will be subject to the retirement by rotation and be eligible for re-election at the annual general meeting of the Company in accordance with the articles of association of the Company.

As at Latest Practicable Date, Mr. Ng is not interested or deemed to have any interest or short position in the shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders and there is no other information which is discloseable pursuant to any of the requirements set out in Rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

MR. MAK YIU TONG

Mr. Mak Yiu Tong , 51, is an Executive Director of the Company. Mr. Mak graduated from the China University of Political Science and Law with a bachelor of law degree in 1998. Mr. Mak has been working in law firms in Hong Kong for over 30 years. At present, he is a legal executive of C. K. Mok & Co., a firm of solicitors in Hong Kong, of which Mr. Mok Chiu Kuen, a NonExecutive Director, is a partner. Mr. Mak has been working in the law firm for over 23 years and his job duties are to assist the law firm in handling corporate and litigation matters.

Pursuant to the new letter of appointment, Mr. Mak is entitled to a basic remuneration of HK$180,000 per annum. The remuneration of Mr. Mak has been determined by the remuneration committee of the Board by reference to his experience and qualification and duties and responsibilities with the Company.

The appointment of Mr. Mak as Executive Director is for an initial term of three years commencing from 7 May 2010 and will hold office until the conclusion of the next annual general meeting of the Company after his appointment. In subsequent period, he will be subject to the retirement by rotation and be eligible for re-election at the annual general meeting of the Company in accordance with the articles of association of the Company.

As at Latest Practicable Date, Mr. Mak is not interested or deemed to have any interest or short position in the shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders and there is no other information which is discloseable pursuant to any of the requirements set out in Rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

MS. FUNG WING KI, VICKY

Ms. Fung Wing Ki, Vicky , 36, is a Non-executive Director of the Company. She is a daughter of Mr. Fung Ka Pun. Ms. Fung graduated with Bachelor’s degrees in Economics and Law from the University of Sydney, Australia in 1995 and 1997 respectively. She was admitted as Legal Practitioner in the State of New South Wales, Australia in 1997 and commenced her career as a legal practitioner in an international law firm, Coudert Brothers, in the same year. She joined Winbox Company Limited, a subsidiary of the Company, in 2001, initially assisting the Group in its administrative matters as corporate development manager. Ms. Fung became a Director of the Group in August 2004. Ms. Fung was appointed as an Executive Director of the Company in May 2006 and was re-designated as a Non-Executive Director in July 2009. She is also a director of a number of subsidiaries of the Company including Winbox (BVI) Limited, Grand Cast Limited, Fairich Investment Limited, First Light Investments Limited, Golden Hope Holdings Limited, Winbox Company Limited, Winpac Trading Co. Limited, Winpac International Limited, Boxmore Limited, Winpac Europe Limited, Dardel SAS and Winpac SARL.

Pursuant to the new letter of appointment, Ms. Fung Wing Ki, Vicky is entitled to a basic remuneration of HK$325,000 per annum. Her remuneration was determined by reference to her duties and responsibilities and the prevailing market condition.

The appointment of Ms. Fung as Non-executive Director is for a term of three years commencing from 17 July 2009 and is subject to the retirement by rotation and is eligible for re-election at the annual general meeting of the Company in accordance with the articles of association of the Company.

As at Latest Practicable Date, Ms. Fung is interested in 82,337,262 shares of the Company (2,337,262 shares being personal interest in shares and 80,000,000 shares being her interest by virtue of her eligibility as a beneficiary of a discretionary trust respectively) within the meaning of Part XV of the Securities and Futures Ordinance, representing approximately 4.53% of the total issued share capital of the Company.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders and there is no other information which is discloseable pursuant to any of the requirements set out in Rule 13.51(2)(h) to (v) of the Listing Rules.

– 13 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

MR. MOK CHIU KUEN

Mr. Mok Chiu Kuen , 58, is a Non-executive Director of the Company. Mr. Mok is a senior partner of Messrs. C.K. Mok & Co., Solicitors. Mr. Mok graduated from Pratt Institute of New York, U.S.A. with a Bachelor of Fine Art and a Master of Science. Mr. Mok also completed a PRC laws course and received a Bachelor of Laws from China University of Political Science and Law. Mr. Mok is admitted as a Solicitor of High Court of Hong Kong, a Solicitor of the Supreme Court of England and Wales, and as a Solicitor and Barrister of A.C.T. Australia and an Advocate in Singapore. Mr. Mok was appointed as the Non-Executive Director of the Company in September 2009.

Pursuant to the new letter of appointment, Mr. Mok is entitled to a basic remuneration of HK$180,000 per annum. The remuneration of Mr. Mok has been determined by the remuneration committee of the Board by reference to his experience and qualification and duties and responsibilities with the Company.

The appointment of Mr. Mok as Non-executive Director is for an initial term of three years commencing from 1 September 2009 and will hold office until the conclusion of the next annual general meeting of the Company after his appointment. In subsequent period, he will be subject to the retirement by rotation and be eligible for re-election at the annual general meeting of the Company in accordance with the articles of association of the Company.

As at Latest Practicable Date, Mr. Mok is not interested or deemed to have any interest or short position in the shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders and there is no other information which is discloseable pursuant to any of the requirements set out in Rule 13.51(2)(h) to (v) of the Listing Rules.

DR. TAM HOK LAM, TOMMY, J.P.

Dr. Tam Hok Lam, Tommy , PhD., J.P., 61, is an Independent Non-executive Director of the Company. Dr. Tam is a fellow member of the Association of International Accountants and a fellow member of the Hong Kong Institute of Certified Public Accountants. He is also an honorary director of Hong Kong Watch Manufacturer’s Association Limited and a council member of the Hong Kong Institute of Directors.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

Dr. Tam currently is an Independent Non-executive Director of Elegance International Holdings Limited, a listed company on the Main Board of The Stock Exchange of Hong Kong Limited (the “Main Board”), which is principally engaged in the manufacturing and trading of optical frames, sunglasses and optical cases. He is also an Independent Non-Executive Director of Madex International (Holdings) Limited, a listed company on the Main Board, whose principal activity is investment holding, whilst its subsidiaries were mainly engaged in property investment and development in the PRC. Dr. Tam currently is the Managing Director of Tomson Holdings Limited which is an investment holdings company, and is also the Chairman of Artistic Precision Holdings Ltd which is involved in watch design, production and trading. Dr. Tam is a Standing Committee member of Chinese People Political Consultative Conference in Shandong Province, the People’s Republic of China. Dr. Tam was appointed as the Independent Non-executive Director of the Company in March 2006.

Dr. Tam is entitled to receive an annual basic fee of HK$165,000 which was determined by the Board with reference to his duties and responsibilities and the prevailing market condition.

Pursuant to the new letter of re-appointment entered into between the Company and Dr. Tam, the appointment of Dr. Tam as Independent Non-executive Director is for a term of three years commencing from 30 March 2009 and is subject to the retirement by rotation and is eligible for re-election at the annual general meeting of the Company in accordance with the articles of association of the Company.

As at Latest Practicable Date, Dr. Tam is interested in 400,000 shares of the Company (240,000 shares and 160,000 shares being personal interest in shares and share options respectively).

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders and there is no other information which is discloseable pursuant to any of the requirements set out in Rule 13.51(2)(h) to (v) of the Listing Rules.

MR. LEUNG MAN CHUN, PAUL

Mr. Leung Man Chun, Paul , 36, is an Independent Non-executive Director of the Company. Mr. Leung graduated from the University of Sydney with a Bachelor’s degree in Economics in 1995 and with a Master’s degree in Commerce from the University of New South Wales, Australia in 1996. Mr. Leung is a Certified Practising Accountant in Australia. He was previously a statistician at Dresdner RCM Global Investors Asia Limited in 1996 to 1998. In July 1998, he joined Kingsway Company as the financial controller and was promoted to director of the company in July 1999. Mr. Leung was appointed as the Independent Non-executive Director of the Company in March 2006.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. Leung is entitled to receive an annual basic fee of HK$150,000 which was determined by the Board with reference to his duties and responsibilities and the prevailing market condition.

Pursuant to the new letter of re-appointment entered into between the Company and Mr. Leung, the appointment of Mr. Leung as Independent Non-executive Director is for a term of three years commencing from 30 March 2009 and is subject to the retirement by rotation and is eligible for re-election at the annual general meeting of the Company in accordance with the articles of association of the Company.

As at Latest Practicable Date, Mr. Leung is interested in 160,000 shares of the Company (being personal interest in share options of the Company).

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders and there is no other information which is discloseable pursuant to any of the requirements set out in Rule 13.51(2)(h) to (v) of the Listing Rules.

MR. ZHU YONGGUANG

Mr. Zhu Yongguang , aged 65, is a senior economist. Mr. Zhu graduated from Wuhan School of River Transportation in 1965 majoring in navigation. Since 1984, Mr. Zhu has been the Chief of Production Scheduling Division of Oceanic Administration under the Ministry of Communications of the People’s Republic of China (“PRC”), the Chief of Integrated Transport Division of the Air Transport Regulation Department under the Ministry of Communications of the PRC, and from 1992 onwards, Mr. Zhu has been the Director General of Air Transport Regulation Department of the PRC and the Deputy Director General of Water and Transport Department of the PRC. From July 1998 to April 2007, Mr. Zhu served as the Director General of the Department of Restructuring, Laws and Regulations of the PRC. He has been appointed as an Independent NonExecutive Director of the Company with effect from 1 August 2010.

Mr. Zhu has not previously held and is not holding any other position with any of the Company or its subsidiaries. Save for being an independent non-executive director of China Shipping Development Company Limited (a company whose shares are listed and traded on the Stock Exchange (Stock Code: 1138)) since January 2008, Mr. Zhu does not hold any directorship in any listed public companies in the last three years or other major appointments and qualifications.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. Zhu does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company, nor does he have any interest or short position in the shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Mr. Zhu has been appointed for an initial term of three years commencing from 1 August 2010 and is subject to retirement and re-election at the forthcoming annual general meeting of the Company (thereafter retirement by rotation) pursuant to the articles of association of the Company. Mr. Zhu’s annual emolument is HK$200,000 and a service contract will be entered into between the Company and Mr. Zhu shortly. The remuneration of Mr. Zhu has been determined by the remuneration committee of the Company and the Board with reference to the prevailing market rate.

Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

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PROCEDURES FOR POLL VOTING

APPENDIX III

The chairman of the meeting will at the Annual General Meeting demand, pursuant to Article No. 66 of the Articles, poll voting on all resolutions set out in the notice of the Annual General Meeting.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representatives, shall have one vote for every Share of which he/she is the holder.

A Shareholder present in person or by proxy or by authorised representatives who is entitled to more than one vote does not have to use all his/her votes (ie, he/she can cast less votes than the number of Shares he/she holds or represents) or to cast all his/her votes the same way (ie, he/ she can cast some of his/her votes in favour of the resolution and some of his/her votes against the resolution).

The poll voting slip will be distributed to Shareholders or their proxies or authorised representatives upon registration of attendance at the Annual General Meeting. Shareholders who want to cast all their votes entitled may mark a “✓” in either “FOR” or “AGAINST” box corresponding to the resolution to indicate whether he/she supports that resolution. For Shareholders who do not want to use all their votes or want to split votes in casting a particular resolution shall indicate the number of votes cast on a particular resolution in the “FOR” or “AGAINST” box, where appropriate, but the total votes cast must not exceed his/her entitled votes, or otherwise, the voting slip will be spoiled and the Shareholder’s vote will not be counted.

After closing the poll, the Company’s share registrar, Computershare Hong Kong Investor Services Limited, will act as scrutineer and count the votes and the poll results will be published after the Annual General Meeting.

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NOTICE OF ANNUAL GENERAL MEETING

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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)

NOTICE IS HEREBY GIVEN that the annual general meeting of the abovenamed company (the “ Company ”) will be held at The Seminar Room, Level 3, The Executive Centre, Three Pacific Place, 1 Queen’s Road East, Hong Kong on Monday, 27 September 2010, at 11:30 a.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and auditor for the year ended 31 March 2010.

2. To re-elect the retiring directors and to authorise the remuneration committee of the Company to fix their remuneration.

3. To re-appoint Messrs. Deloitte Touche Tohmatsu as auditor of the Company and to authorise the board of directors to fix their remuneration.

4. As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

• A. “ THAT :

• (a) subject to paragraph (c), the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

• (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 approval in paragraph (a), otherwise than pursuant to a Rights Issue or scrip dividend scheme or similar arrangement of the Company or the exercise of the subscription rights under the share option scheme of the Company adopted on 16 May 2006, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date 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 earlier 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 the Articles of Association of the Company or any applicable law to be held; and

• (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

“ Rights Issue ” means an offer of shares open for a period fixed by the directors of the Company to holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion 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, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong).”

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NOTICE OF ANNUAL GENERAL MEETING

• B. “ THAT :

• (a) the exercise by the directors of the Company during the Relevant Period of all powers of the Company to purchase its own shares, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares of the Company purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the said approval be limited accordingly; and

• (c) for the purposes 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 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 any applicable law to be held; and

  • (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

• C. “THAT conditional upon resolution no. 4B above being passed, the aggregate nominal amount of the number of shares in the capital of the Company which are repurchased by the Company under the authority granted to the directors of the Company as mentioned in resolution no. 4B above shall be added to the aggregate nominal amount of share capital that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to resolution no. 4A above.”

By Order of the Board Hao Tian Resources Group Limited JIP KI CHI Company Secretary

Hong Kong, 30 July 2010

Head office and principal place of business: Room 4803, 48/F COSCO Tower 183 Queen’s Road Central Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

• (1) A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint proxies to attend and, in the event of a poll, vote in his stead. A proxy need not be a member of the Company. In order to be valid, the form of proxy must be deposited at the Company’s branch share registrar and transfer office 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 together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, not less than 48 hours before the time for holding the meeting or adjourned meeting.

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