Almana Limited — Proxy Solicitation & Information Statement 2010

Sep 16, 2010

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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China Asean Resources Limited 神州東盟資源有限公司

(Incorporated in Bermuda with limited liability) (Stock Code: 8186)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “SGM”) of China Asean Resources Limited (“Company”) will be held at 10:00 a.m. on Wednesday, 6 October 2010 at Falcon Room II, Basement, Luk Kwok Hotel, 72 Gloucester Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT

the increase in the authorized share capital of the Company from HK$50,000,000 (divided into 5,000,000,000 shares of HK0.01 each (the “ Shares ”) in the share capital of the Company) to HK$200,000,000 (divided into 20,000,000,000 Shares each in the share capital of the Company) by the creation of additional 15,000,000,000 Shares each ranking pari passu in all respects with the existing Shares of the Company be and is hereby approved, and any one or more director(s) of the Company (the “Director(s)”) be and is/are hereby authorized to do all such acts and things and execute all such documents which they consider necessary, desirable or expedient for the implementation of and giving effect to the increase in the authorized share capital of the Company.”

2.

“ THAT

• (a) subject to and conditional upon the passing of the ordinary resolution no. 1 and The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in the Consideration Shares and the Conversion Shares, the acquisition agreement (the “ Acquisition Agreement ”) dated 22 July 2010 entered into among Forest Glen Group Limited (the “ Forest Glen ”), a wholly-owned subsidiary of the Company, as the purchaser and the assignee, the Company as the guarantor, and United Sky Investments Limited and Jethero International Limited as the vendors (the “ Vendors ”) and the assignors in relation to, among other matters, the sale and purchase of the entire issued share capital of Richking Development Limited (the “ Target Company ”, and together with its subsidiaries the “ Target Group ”) and the assignment of all of the shareholders’ loan due from the Target Group to the Vendors as at completion (the “ Completion ”) of the Acquisition Agreement (a copy of which is marked “A” and produced to the SGM and signed by the chairman of the SGM for identification purpose) be and is hereby ratified, confirmed and approved and any one or more Director(s) of the Company be and is/are hereby authorized to do

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all such acts and things and execute all such documents which they consider necessary, desirable or expedient for the implementation of and giving effect to the Acquisition Agreement and the transactions contemplated thereunder;

• (b) subject to and conditional upon The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in the Consideration Shares and the Conversion Shares, the issue and allotment of the 1,089,338,022 new Shares of HK$0.01 each in the share capital of the Company (or 217,867,605 new consolidated shares of HK$0.05 each (the “ Consolidated Shares ”) in the share capital of the Company if the Share Consolidation (as defined below) becomes effective prior to Completion) (the “ Consideration Shares ”) to the Vendors or their nominees at the issue price of HK$0.044 per Share (or HK$0.22 per Consolidated Share if the Share Consolidation (as defined below) becomes effective prior to Completion) be and is hereby approved and any one or more Directors be and is/are hereby authorized to allot and issue the Consideration Shares in accordance with the terms of the Acquisition Agreement and to take all steps necessary, desirable or expedient in his opinion to implement or give effect to the allotment and issue of the Consideration Shares; and

• (c) subject to and conditional upon The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in the Consideration Shares and the Conversion Shares, the issue of the zero-coupon convertible bonds (the “ Convertible Bonds ”) due 2015 in the principal amount of HK$282,069,127 which entitles the holder(s) thereof to convert the principal amount outstanding into conversion Shares (the “ Conversion Shares ”) at the initial conversion price of HK$0.044 per Conversion Share (or HK$0.22 per Conversion Share if the Share Consolidation (as defined below) becomes effective prior to Completion), and the issue and allotment of the Conversion Shares upon exercise of the conversion rights attached thereto be and is hereby approved, and any one or more Directors be and is/are hereby authorized to issue the Convertible Bonds in accordance with the terms of the Acquisition Agreement and to take all steps necessary, desirable or expedient in his opinion to implement or give effect to the issue of the Convertible Bonds, and any one or more Directors be and is/are hereby authorized to issue the Conversion Shares in accordance with the terms of the Convertible Bonds and to take all steps necessary, desirable or expedient in his opinion to implement or give effect to the allotment and issue of the Conversion Shares.”

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3. “ THAT

subject to and conditional upon The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in the Consolidated Shares, every five issued and unissued Shares of HK$0.01 each in the share capital of the Company be consolidated into one Consolidated Share of HK$0.05 (the “ Share Consolidation ”) with effect from the business day immediately following the day on which this resolution is approved by the shareholders of the Company, and any one or more Directors be and is/are hereby authorized to do all such acts and things and execute all such documents which they consider necessary, desirable or expedient for the implementation of and giving effect to the Share Consolidation (including but not limited to the issue of the new share certificates for the Consolidated Shares).”

By order of the board of directors of China Asean Resources Limited Leung Sze Yuan, Alan Chairman

Hong Kong, 17 September 2010

Registered office: Head office and principal place Canon’s Court, of business in Hong Kong: 22 Victoria Street, 8th Floor, Hamilton HM 12, Teda Building, Bermuda 87 Wing Lok Street, Hong Kong

Notes:

1. A form of proxy to be used for the meeting is enclosed.

2. Any member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company. A proxy need not be a member. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.

4. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting.

5. Where there are joint holders of any share any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.

6. No shareholders will abstain from voting for resolutions nos. 1 to 3.

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As at the date of this announcement, the Board comprises two executive directors, namely Mr. Leung Sze Yuan, Alan and Mr. Zhang Zhenzhong; one non-executive director, namely Mr. Li Tai To, Titus; and three independent non-executive directors, namely Mr. Fan Wan Tat, Mr. Tam Wai Leung, Joseph and Mr. Chan Kim Chung, Daniel.

This announcement, for which the Director collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, have made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this announcement 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 in this announcement misleading.

This announcement will remain on the “Latest Company Announcement” page of the GEM website at http://www.hkgem.com for seven days after the date of publication and on the website of the Company at http://www.chinaaseanresources.com.

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