Aceso Life Science Group Limited — Proxy Solicitation & Information Statement 2011

Jun 28, 2011

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

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00474)

REFRESHMENT OF GENERAL MANDATE INCREASE IN AUTHORISED SHARE CAPITAL AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee

Asia Investment Management Limited

A letter from the board of directors of Hao Tian Resources Group Limited is set out on pages 5 to 9 of this circular. A letter from the independent board committee of Hao Tian Resources Group Limited is set out on page 10 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 11 to 19 of this circular.

A notice convening an extraordinary general meeting of Hao Tian Resources Group Limited to be held at Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on 15 July 2011, at 10:00 am is set out on pages 20 to 22 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.

29 June 2011

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Letter from Asia Investment Management Limited. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20

– i –

DEFINITIONS

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

“Acquisition”	the acquisition of the entire issued share capital of Venture
	Path Limited contemplated under the Sale and Purchase
	Agreement as referred to in the circular of the Company
	dated 25 May 2011
“associate(s)”	has the meaning ascribed thereto under the Listing Rules
“Board”	the board of Directors
“CB Conversion Rights”	the rights of holder(s) of the convertible bonds to be
	issued by the Company to satisfy part of the consideration
	pursuant to the Sale and Purchase Agreement
“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
“CS Conversion Rights”	the rights of holder(s) of the convertible shares to be
	issued by the Company to satisfy part of the consideration
	pursuant to the Sale and Purchase Agreement
“Directors”	the directors of the Company
“EGM”	the extraordinary general meeting of the Company to be
	held at Falcon Room I, Gloucester Luk Kwok Hong Kong,
	72 Gloucester Road, Wanchai, Hong Kong on 15 July 2011,
	at 10:00 am
“General Mandate”	the general mandate as refreshed and granted to the
	Directors by the Shareholders at the extraordinary general
	meeting of the Company held on 25 November 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 extraordinary
	general meeting

– 1 –

DEFINITIONS

“Group”	the Company and its subsidiaries
“HK$”or “Hong Kong Dollars”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Independent Board Committee”	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
“Independent Financial	Asia Investment Management Limited, a licensed
Adviser”or “AIM”	corporation to carry out Type 4 (advising on securities)
	and Type 6 (advising on corporate finance) and type 9
	(asset management) 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
“Independent Shareholders”	Shareholders other than the controlling shareholders of the
	Company, the connected persons of the Company and their
	respective associates (as the case may be)
“Latest Practicable Date”	24 June 2011, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Placing”	the placing, on a best efforts basis, of a maximum of
	436,488,000 warrants pursuant to the terms of the Placing
	Agreement, which was announced by the Company on 26
	May 2011 and completed on 10 June 2011
“Placing Agent”	CTW Securities Limited

– 2 –

DEFINITIONS

“Placing Agreement”	the conditional placing agreement entered into between
	the Company and the Placing Agent dated 26 May 2011 in
	relation to the Placing
“PRC”	the People’s Republic of China
“Sale and Purchase Agreement”	the sales and purchase agreement dated 28 January 2011 in
	respect of the sale and purchase of the entire issued share
	capital of Venture Path Limited
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
“Share(s)”	share(s) of HK$0.05 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“US$”	United States dollars, the lawful currency of the United
	States of America
“%”	per cent.

– 3 –

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.

– 4 –

LETTER FROM THE BOARD

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

(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 29 June 2011

To all Shareholders

Dear Sir or Madam,

REFRESHMENT OF GENERAL MANDATE INCREASE IN AUTHORISED SHARE CAPITAL AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

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

– 5 –

LETTER FROM THE BOARD

REFRESHMENT OF GENERAL MANDATE

Background of the refreshment of General Mandate

At the annual general meeting of the Company held on 27 September 2010 (“Last AGM”), 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.

At the extraordinary general meeting of the Company held on 25 November 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 441,871,839 Shares, representing 20% of the total nominal amount of the share capital of the Company in issue on the date of the said extraordinary general meeting.

Since the granting of the General Mandate to the Latest Practicable Date, the General Mandate has been utilised as to 436,488,000 Shares, representing approximately 98.78% of the aggregate number of Shares which may be allotted and issued under the General Mandate, as a result of the Placing of 436,488,000 warrants pursuant to the Placing Agreement dated 26 May 2011 to independent placees as completed on 10 June 2011. As disclosed in the announcement of the Company dated 26 May 2011 (“Placing Warrants Announcement”), the maximum proceeds from the placing of the Warrants (as defined in the Placing Warrants Announcement) is approximately HK$6,547,000 and the maximum proceeds from the exercise of the subscription rights attaching to the Warrants will be approximately HK$392,839,000. Since the placing of the Warrants only completed on 10 June 2011, the Company will use such proceeds and any amount not yet utilised as general working capital. Save as the aforesaid utilisation of the General Mandate, the Company has not utilised the General Mandate and has not sought any refreshment of the General Mandate since the Last AGM (except for the said extraordinary general meeting).

There has been no refreshment of the General Mandate since the said extraordinary general meeting. Therefore, after the Placing, only a total of 5,383,839 new Shares might be further issued and allotted under the General Mandate.

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 (assuming no Shares will be issued or repurchased by the Company between the Latest Practicable Date and 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.

– 6 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, a total of 2,511,463,553 Shares were in issue. Subject to the passing of the proposed resolution 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 502,292,710 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. AIM has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

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 resolution 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 resolution in respect of refreshment of General Mandate.

	Number of Shares
	held as at
Name	the Latest Practicable
Mr. Fung Ka Pun (Executive Director)	519,082
Ms. Fung Wing Ki, Vicky (Non-executive Director)	2,337,262
Real Power Holdings Limited (Note 1)	457,600,561
TRXY Development (HK) Limited (Note 2)	172,159,435
Tai Rong Xin Ye International Power Generation Inc. (Note 3)	100,000,000
Gainbest Investments Limited (Note 4)	80,000,000
Goodwill International (Holdings) Limited (Note 4)	22,182,012
Bo Hing Limited (Note 4)	5,582

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 Lishan, an executive Director.

2. TRXY Development (HK) Limited is beneficially owned as to 99% by Ms. Li Shao Yu.

3. Tai Rong Xin Ye International Power Generation Inc. is beneficially wholly owned by Ms. Li Shao Yu.

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

– 7 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company does not have any business plan to utilise the refreshed General Mandate. The Company will use any proceeds raised from the utilisation of the refreshed General Mandate for general working capital or for future investment if the Company will identify any potential investment opportunities.

INCREASE IN AUTHORISED SHARE CAPITAL

As at the Latest Practicable Date, the authorised share capital of the Company is HK$250,000,000 divided into 5,000,000,000 Shares of HK$0.05 each, of which 2,511,463,553 Shares have been allotted, issued and fully paid.

Upon (i) completion of the Acquisition and assuming full exercise of the CS Conversion Rights and the CB Conversion Rights; and (ii) completion of the Placing and assuming full exercise of the subscription rights attaching to the warrants, the authorised share capital of the Company shall be HK$250,000,000 divided into 5,000,000,000 Shares of HK$0.05 each, of which 4,536,263,240 Shares would have been allotted, issued and fully paid.

In order to provide the Company with greater flexibility to allot and issue Shares in the future as and when necessary, the Board proposes to increase the authorised share capital of the Company to HK$500,000,000 divided into 10,000,000,000 Shares of HK$0.05 each. The proposed increase in the authorised share capital of the Company is subject to and conditional upon the passing of an ordinary resolution by the Shareholders at the EGM.

EXTRAORDINARY GENERAL MEETING

The notice of the EGM is set out on pages 20 to 21 of this circular. The EGM will be convened for the purpose of considering and, if thought fit, passing the resolutions to approve the refreshment of the General Mandate and the increase in authorised share capital. 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.

– 8 –

LETTER FROM THE BOARD

RECOMMENDATION

Your attention is drawn to (i) the letter from the Independent Board Committee set out on page 10 of this circular which contains its recommendation to the Independent Shareholders in relation to the refreshment of General Mandate; and (ii) the letter from AIM, the Independent Financial Adviser set out on pages 11 to 19 of this circular which contains its advice and recommendation to the Independent Board Committee and the Independent Shareholders in relation to the refreshment of General Mandate.

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 resolution in respect of the refreshment of General Mandate pursuant to Rule 13.36(4) of the Listing Rules. No Shareholders is required to abstain from voting in favour of the ordinary resolution in respect of the increase in authorised share capital. The Board recommends the Independent Shareholders to vote in favour of the ordinary resolutions in respect of the refreshment of General Mandate and the increase in authorised share capital to be proposed at the EGM.

By order of the Board Hao Tian Resources Group Limited Ma Lishan Chairman

– 9 –

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

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00474)

29 June 2011

To the Independent Shareholders

REFRESHMENT OF GENERAL MANDATE INCREASE IN AUTHORISED SHARE CAPITAL AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Dear Sir or Madam,

We refer to the circular of the Company dated 29 June 2011 (“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. AIM 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 11 to 19 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 resolution 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 Independent non-executive Directors

Mr. Chan William

– 10 –

LETTER FROM ASIA INVESTMENT MANAGEMENT LIMITED

Asia Investment Management Limited

Asia Investment Management Limited

Room 1203, 12th Floor, Tower 2 Lippo Centre, Admiralty, Hong Kong

29 June 2011

To The Independent Board Committee and

the Independent Shareholders of

Hao Tian Resources Group Limited

Dear Sirs,

REFRESHMENT OF GENERAL MANDATE TO ISSUE AND ALLOT SHARES

INTRODUCTION

We refer to our engagement as the independent financial adviser to the independent board committee (the “Independent Board Committee”) and the independent shareholders (the “Independent Shareholders”) of Hao Tian Resources Group Limited (the “Company”) in relation to the proposed refreshment of the existing general mandate approved by the shareholders of the Company (the “Shareholders”) on 25 November 2010 (the “Existing General Mandate”) by granting the new issue mandate (the “Issue Mandate”), details of which are contained in the “Letter from the Board”, on page 5 to page 9 of the circular of the Company dated 29 June 2011 (the “Circular”) issued by the Company to the Shareholders, of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the content otherwise requires.

Pursuant to Rule 13.36(4) of the Listing Rules, any refreshment of the general mandate before the next annual general meeting shall be subject to the independent shareholders’ approval by way of poll at a general meeting. Any controlling Shareholders and their associates or where there are no controlling Shareholders, the Directors (excluding the independent non-executive Directors) and chief executive of the Company and their respective associates shall abstain from voting in favour of the relevant resolution for approving the new general mandate as required under Rule 13.36(4)(a) of the Listing Rules. 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 as set out in the following table are required to abstain from voting in favour of the resolution in respect of refreshment of General Mandate.

– 11 –

LETTER FROM ASIA INVESTMENT MANAGEMENT LIMITED

	Number of
	Shares held as at
	the Latest
Name	Practicable
Mr. Fung Ka Pun (Executive Director)	519,082
Ms. Fung Wing Ki, Vicky (Non-executive Director)	2,337,262
Real Power Holdings Limited (Note 1)	457,600,561
TRXY Development (HK) Limited (Note 2)	172,159,435
Tai Rong Xin Ye International Power Generation Inc. (Note 3)	100,000,000
Gainbest Investments Limited (Note 4)	80,000,000
Goodwill International (Holdings) Limited (Note 4)	22,182,012
Bo Hing Limited (Note 4)	5,582

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 Lishan, an executive Director.

2. TRXY Development (HK) Limited is beneficially owned as to 99% by Ms. Li Shao Yu.

3. Tai Rong Xin Ye International Power Generation Inc. is beneficially wholly owned by Ms. Li Shao Yu.

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

The Independent Board Committee comprising Dr. TAM Hok Lam, Tommy, J.P., Mr. ZHU Yongguang, Mr. CHAN William, being the independent non-executive Directors, has been formed to advise the Independent Shareholders on whether the granting of the Issue Mandate is fair and reasonable, and in the interest of the Company and the Shareholders as a whole.

– 12 –

LETTER FROM ASIA INVESTMENT MANAGEMENT LIMITED

BASIS OF OUR OPINION

In formulating our opinion and recommendations, we have relied on the information, facts and representations contained or referred to in the Circular and the information, facts and representations provided by, and the opinions expressed by the Directors, the Company and its management. We have assumed that all information, opinions and representations contained or referred to in the Circular are true, accurate and complete in all material respects as at the date of the Circular and that they may be relied upon in formulating our opinion.

The Directors have confirmed to us that no material facts have been withheld or omitted from the information supplied and opinions expressed. We consider that we have been provided with, and we have reviewed, all currently available information and documents which are available under present circumstances to enable us to reach an informed view to provide a reasonable basis for our opinion. We have not, however, for the purpose of this exercise, conducted any independent detailed investigation or audit into the businesses or affairs or future prospects of the Group. Our opinion is necessarily based on the financial, economic, market and other conditions in effect, and the information made available to us, as at the Latest Practicable Date. We do not express any opinion as to the appropriateness, magnitude and frequency of, and the actual usages of the proceeds from, the fund raising exercises undertaken by the Company which decision is made at the sole discretion of the Directors and the management of the Company. Our recommendation is purely formulated based on current circumstances after various capital raising exercises and/or transactions (as mentioned below) have been announced and the Existing General Mandate has been substantially utilized.

All Directors jointly and severally accept full responsibility for the accuracy of the information contained in the Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, opinions expressed in the Circular have been arrived at after due and careful consideration and there are no other facts not contained in the Circular, the omission of which would make any statement in the Circular misleading.

– 13 –

LETTER FROM ASIA INVESTMENT MANAGEMENT LIMITED

PRINCIPAL FACTORS CONSIDERED

In arriving at our opinion in respect of the proposed granting of the Issue Mandate, we have considered the following principal factors and reasons:

Background of and reasons for the granting of the Issue Mandate

The Group has been engaged in the design, manufacturing and sales of packaging products. On 7 September 2009, the Company (formerly known as Winbox International (Holdings) Limited) announced details of its proposed acquisition of various interests in coal mines situated in Wuhai City, Inner Mongolia Autonomous Region of the PRC. Such acquisitions were completed on 25 January 2010. Since then, the Group has been principally engaged in the mining, washing and marketing of coking coal in the PRC.

At the extraordinary general meeting of the Company held on 25 November 2010 (the “Last EGM”), the Shareholders approved, among other things, to grant to the Directors the Existing General Mandate under which the Directors are utilized to allot, issue and deal with up to 441,871,839 Shares, which is equivalent to 20% of the then aggregate nominal amount of the issued share capital of the Company as at the date of the Last EGM.

On 30 January 2011, the Company announced that the Company, Champ Universe Limited (as the purchaser) and Tai Rong Xin Ye International Power Generation Inc. (“Tai Rong”) (as the vendor) entered into a sale and purchase agreement dated 28 January 2011 pursuant to which Champ Universe Limited conditionally agreed to acquire from Tai Rong Xin Ye International Power Generation Inc., and Tai Rong Xin Ye International Power Generation Inc. conditionally agreed to sell, the entire issued share capital of Venture Path Limited for the consideration of HK$1,550 million comprising of (i) the HK$250,000,000 cash consideration; (ii) HK$725,000,000 by issue of the Convertible Shares (as defined in the announcement of the Company dated 30 January 2011 (“January 2011 Announcement”)) by the Company to Tai Rong at the Issue Price (as defined in the January 2011 Announcement); and (iii) HK$575,000,000 by the issue of the Convertible Bond (as defined in the January 2011 Announcement) from the Company to Tai Rong. Venture Path Limited is indirectly interested in the entire registered capital of Baicheng Wenzhou Mining Development Co., Ltd. which owns and operates the Xinjiang Baicheng County Kueraken Mine Field No. 3 Pit of No. 1 Mine located at Baicheng County, Aksu Prefecture, Xinjiang Uygur Autonomous Region, the PRC.

– 14 –

LETTER FROM ASIA INVESTMENT MANAGEMENT LIMITED

As announced by the Company on 26 May 2011, the Company and the Placing Agent entered into the Placing Agreement whereby the Company has conditionally agreed to place, through the Placing Agent on a best effort basis, 436,488,000 warrants to independent placees at an issue price of HK$0.015 per warrant. The said placing of warrants was completed on 10 June 2011. As such, the Existing General Mandate was almost fully utilized (representing approximately 98.78% of the aggregate number of Shares which were allotted and issued under the Existing General Mandate).

If the Existing General Mandate is not to be refreshed, only 5,383,839 new Shares may be further issued under the Existing General Mandate. In addition, we were advised by the Directors that the next annual general meeting will not be held until around September 2011, which is about 3 months away from the Latest Practicable Date. If the Existing General Mandate (which has been almost fully utilized) is not to be refreshed at the EGM, the Company will not have flexible fund raising availability, if so required, until a new general mandate is approved in the next annual general meeting.

The Company has been on the lookout for good investment opportunity to generate greater return for Shareholders. With a view to maintaining the financial flexibility for the Group to manage its businesses and to raise additional equity capital for any future investment opportunities, the Directors therefore propose to seek the Independent Shareholders’ approval at the EGM for the grant of the Issue Mandate so that the Directors will be granted the authority to issue, allot and deal with new Shares not exceeding 20% of the total issued share capital of the Company as at the date of passing of the relevant resolution approving the Issue Mandate (assuming no Shares will be issued or repurchased by the Company between the Latest Practicable Date and the date of the EGM). On the basis of a total of 2,511,463,553 Shares in issue as at the Latest Practicable Date and assuming that no other Shares will be issued or repurchased whatsoever between the Latest Practicable Date and the date of the EGM, the Issue Mandate, if granted, will empower the Directors to allot, issue and deal with up to a maximum of 502,292,710 Shares, representing 20% of the issued share capital of the Company as at the date of EGM.

As advised by the management of the Company, the Board believes that the granting of the Issue Mandate is in the interests of the Company and the Shareholders as a whole by maintaining the financial flexibility necessary for the Group’s future business development and expansion. Given the business nature of the Company, it is important for the Group to keep flexible fund raising availability so as to make prompt decisions and to solicit funding in a relatively short period of time when investment opportunities arise. It is considered that equity financing to be an important avenue of financial resources to the Group since it does not create any interest paying obligations on the Group. As such, we are of the opinion that the granting of the Issue Mandate would provide the Company with the necessary flexibility essential for fulfilling any possible funding needs for future business development and/or investment decision and that the granting of the Issue mandate will be in the interests of the Company and the Independent Shareholders as a whole.

– 15 –

LETTER FROM ASIA INVESTMENT MANAGEMENT LIMITED

History of capital raising activities of the Group during the last 12 months

According to the information provided by the Directors, we summarise the capital raising activities of the Company during the past 12 months immediately preceding the Latest Practicable Date in the following table:

Date of			Intended use of	Actual use of
announcement	Description	Net proceeds	proceeds	proceeds
20 October 2010	Placing of	Approximately	Working capital,	Approximately
	363,740,000	HK$317.65	capital	HK$305,000,000
	new Shares	million	expenditure and	has been utilized
			future possible	as intended and the
			acquisitions	remainder has been
				retained for intended
				use
26 May 2011	Placing of	Approximately	For general working	Proceeds received from
	436,488,000	HK$6.3	capital of	issue of warrants are
	new warrants	million and	the Group	yet to be utilized
		approximately
		HK$392.8
		million to be
		received upon
		the exercise of
		the subscription
		rights attaching
		to the warrants

Save as disclosed herein, the Company has not conducted any other capital raising activities in the past twelve months immediately preceding the Latest Practicable Date.

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LETTER FROM ASIA INVESTMENT MANAGEMENT LIMITED

The bank balances and cash of the Group was approximately HK$48.68 million as at 31 March 2011 according to the latest published annual results of the Company for the year ended 31 March 2011. Having considered the proceeds raised from the aforementioned fund raising exercises, the Directors are of the view that the existing cash and credit resources of the Group are sufficient for the Group to conduct its daily operations and the Group has sufficient working capital to meet its present requirements. However, there is no certainty that such cash and credit resources will be adequate for business development and acquisition of appropriate investments that may be identified by the Company in the future. In the event that the Group identifies suitable business or investment opportunities and does not have sufficient cash and credit resources on hand, and it fails to obtain loans on terms which the Directors consider acceptable to the Group or raise funds from the equity market, or it cannot find other alternatives to finance the business development or acquisition of such investment opportunities in a timely manner, the Group may lose its opportunity in an otherwise favourable development/investment.

Other financing alternatives

As debt financing may incur interest burden to the Group, equity financing such as issuance of new Shares for cash or equity swaps may be an appropriate means to fund such investments and/or acquisition and provide additional working capital for the future development and expansion of the Group, given the Group’s financial position, capital structure, cost of funding and the then financial market condition, especially under the situations that the global financial market has remained uncertain and volatile and credit available in the current debt financing market may still be tight. Other financing methods such as debt financing and internal cash resources to fund future business development of the Company shall be taken into consideration in appropriate circumstances.

We consider that the granting of the Issue Mandate will provide the Company with an additional alternative given the current uncertain debt financing market. It is reasonable for the Company to have the flexibility in deciding the financing methods for its future development, including equity issuance. As such, we are of the view that the granting of the Issue Mandate will be in the interests of the Company and the Independent Shareholders as a whole.

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LETTER FROM ASIA INVESTMENT MANAGEMENT LIMITED

Potential dilution to shareholding of the Independent Shareholders

We set out below the table depicting the shareholding structure of the Company as at the Latest Practicable Date, for illustration purpose only, the potential dilution effect on the shareholdings upon full utilisation of the Issue Mandate, assuming no Share will be issued or repurchased during the period between the Latest Practicable Date and the date of Special General Meeting:

Name of Shareholders Real Power Holdings Limited (Note) TRXY Development (HK) Ltd. Tai Rong Xin Ye International Generation Inc Other public Shareholders Shares that may be issued under the Issue Mandate Total	As at the Latest Practicable Date Shares % 457,600,561 18.22 172,159,435 6.85 100,000,000 3.98% 1,781,703,557 70.95 – – 2,511,463,553 100.00	Upon full utilisation of the Issue Mandate Shares % 457,600,561 15.18 172,159,435 5.71 100,000,000 3.32% 1,781,703,557 59.12 502,292,710 16.67 3,013,756,263 100.00	Upon full utilisation of the Issue Mandate Shares % 457,600,561 15.18 172,159,435 5.71 100,000,000 3.32% 1,781,703,557 59.12 502,292,710 16.67 3,013,756,263 100.00
			100.00

Note: Real Power Holdings Limited is a company incorporated in the British Virgin Islands which holds 457,600,561 Shares. TRXY Development (HK) Ltd. is a company incorporated in Hong Kong with limited liability which holds directly and through its controlling interest in Real Power Holdings Limited, 172,159,435 Shares.

As illustrated in the table above, assuming no Share will be issued or repurchased by the Company from the Latest Practicable Date up to the date of the EGM, 502,292,710 new Shares can be issued upon full utilisation of the Issue Mandate, representing 20% the issued share capital as at the date of EGM, and the aggregate shareholding of the existing public Shareholders will decrease from approximately 70.95% as at the Latest Practicable Date to approximately 59.12% upon full utilisation of the Issue Mandate. Assuming that none of the new Shares to be issued under the Issue Mandate will be issued to any of the existing Shareholders, the potential dilution to the shareholding of the existing public Shareholders represents a dilution of approximately 16.67%.

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LETTER FROM ASIA INVESTMENT MANAGEMENT LIMITED

Taking into account that (i) the Issue Mandate will provide an alternative to increase the amount of capital which may be raised under the Issue Mandate; (ii) the Issue Mandate provides more flexibility and options of financing to the Group for further business development as well as for other potential future investments as and when such opportunities arise, especially during the current uncertain debt financing market; and (iii) the fact that the shareholding interests of all the Shareholders will be decreased in proportion to their respective shareholdings upon any utilisation of the Issue Mandate assuming that none of the new Shares to be issued under the Issue Mandate will be issued to any of the existing Shareholders, we consider that such potential dilution to shareholdings of the public Shareholders to be justifiable.

RECOMMENDATION

Having taken into account the principal factors and reasons referred to the above, we are of the opinion that the proposed granting of the Issue Mandate is fair and reasonable so far as the Company and the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole. We therefore advise the Independent Shareholders and recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the ordinary resolution(s) approving the Issue Mandate at the Special General Meeting. Independent Shareholders are however advised to take note of the possible dilution effect on their shareholding interests in the Company when and if the Issue Mandate is utilised.

Yours faithfully,

For and on behalf of

Asia Investment Management Limited

Alice Kan

Managing 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

(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 Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on 15 July 2011 at 10:00 a.m. for the purposes of considering and, if thought fit, passing, with or without modifications, the following resolutions:

ORDINARY RESOLUTIONS

1. “ THAT

2. (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 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

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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.”

• “ THAT the authorised share capital of the Company be and is hereby increased from HK$250,000,000 divided into 5,000,000,000 shares of HK$0.05 each to HK$500,000,000 divided into 10,000,000,000 shares of HK$0.05 each by the creation of additional 5,000,000,000 ordinary shares of HK$0.05 each and that such new shares, upon issue, shall rank pari passu in all respects with the existing ordinary shares of the Company.”

By Order of the Board Hao Tian Resources Group Limited Fok Chi Tak

Company Secretary

Hong Kong, 29 June 2011

Principal place of business in Hong Kong:

Unit 4803, 48th Floor COSCO Tower 183 Queen’s Road Central Hong Kong

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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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