ASF GROUP LIMITED — AGM Information 2010

Oct 28, 2010

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ASF Group Limited ACN 008 924 570

Notice of 2010 Annual General Meeting and Explanatory Memorandum

Date of meeting: 29 November 2010

Time of meeting: 10:30 am

Place of meeting: The Harbour Room, Quay Grand Suites Sydney, 61 Macquarie Street, East Circular Quay, Sydney NSW 2000

This is an important document.

If you are in any doubt as to how to act you should consult your financial or legal adviser.

ASF GROUP LIMITED

ACN 008 924 570

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting of the shareholders of the Company will be held at The Harbour Room, Quay Grand Suites Sydney, 61 Macquarie Street, East Circular Quay, Sydney NSW 2000 on Monday, 29 November 2010 commencing at 10:30 am.

The Explanatory Memorandum that accompanies and forms part of this Notice of Meeting describes the various resolutions to be considered at the Meeting.

AGENDA

Business

Financial Statements and Reports

To receive and consider the financial statements of the Company and the consolidated entity for the year ended 30 June 2010 and the related Directors’ Report and Auditor’s Report.

Note: there is no requirement for shareholders to approve these reports.

Resolution 1: Adoption of the Remuneration Report

To consider the Remuneration Report as it appears in the Directors’ Report which is contained in the Annual Report of the Company dated 30 June 2010 and, if thought fit, pass the following resolution as an ordinary resolution in accordance with s 250R(2) of the Corporations Act:

‘That the Company’s Remuneration Report for the year ended 30 June 2010 be adopted.’

Note: the vote on this resolution is advisory only and does not bind the Directors or the Company.

Resolution 2: Re­election of a Director, Ms Lily Hongzhen Liu

To consider and, if thought fit, pass the following resolution as an ordinary resolution :

‘Lily Hongzhen Liu retires by rotation in accordance with article 88 of the Company’s Memorandum and Articles of Association and, having offered herself for re­election and being eligible, is hereby re­elected as a director of the Company.’

Resolution 3: Re­election of a Director, Mr Alan John Humphris

To consider and, if thought fit, pass the following resolution as an ordinary resolution :

‘Alan John Humphris retires by rotation in accordance with article 88 of the Company’s Memorandum and Articles of Association and, having offered himself for re­election and being eligible, is hereby re­elected as a director of the Company.’

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Resolution 4: Re­election of a Director, Mr Xin Zhang

To consider and, if thought fit, pass the following resolution as an ordinary resolution :

‘’Xin Zhang retires in accordance with article 80(2) of the Company’s Memorandum and Articles of Association and, having offered himself for re­election and being eligible, is hereby re­elected as a director of the Company.’

Resolution 5: Ratification of Prior Share Issue

To consider and, if thought fit, pass the following resolution as an ordinary resolution :

‘That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders ratify and approve the prior issue and allotment of 388,000 Shares to Mr Hung Fei Chan on the terms set out in the Explanatory Memorandum accompanying and forming part of this Notice of Annual General Meeting.’

Voting Exclusion Statement

The Company will disregard any votes cast on this resolution by any person (or any of their associates) who participated in this share issue. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or if it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form.

Resolution 6: Authority to Issue Shares to Investors

To consider and, if thought fit, pass the following resolution as an ordinary resolution :

‘That, for the purposes of ASX Listing Rule 7.1, and for all other purposes, the Directors be authorised to issue up to 50 million Shares by placement of shares to sophisticated or professional investors as defined in the Corporations Act, on the terms set out in the Explanatory Memorandum accompanying and forming part of this Notice of Annual General Meeting.’

Voting Exclusion Statement

The Company will disregard any votes cast on this resolution by any person (or any of their associates) who may participate in the proposed share issue(s) and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or if it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form.

Resolution 7: Adoption of replacement Constitution

To consider and, if thought fit, pass the following resolution as a special resolution :

‘That, for the purposes of section 136(1)(b) of the Corporations Act 2001 (Cth) and for all other purposes, the Constitution comprising the document tabled at the meeting and, for the purposes of identification, signed by the chair of the meeting be approved and adopted as the Constitution of the Company in substitution for, and to the exclusion of, the Company's existing Constitution (comprising its Memorandum and Articles of Association) which is repealed in its entirety.’

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PROXY AND VOTING INSTRUCTIONS

Voting in person

A Shareholder that is an individual may attend and vote in person at the meeting. If you wish to attend the meeting, please bring the enclosed proxy form to the meeting to assist in registering your attendance and number of votes. Please arrive 15 minutes prior to the start of the meeting to facilitate this registration process.

A Shareholder that is a corporation may appoint an individual to act as its representative to vote at the meeting in accordance with the requirements of section 250D of the Corporations Act. The appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission, together with any authority under which it is signed. A form of the certificate may be obtained from the Company’s share registry or at www.registries.com.au .

Voting by proxy

A Shareholder who is entitled to vote at the Meeting may appoint one proxy if the Shareholder is only entitled to one vote and one or two proxies if the Shareholder is entitled to more than one vote. Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the Shareholder’s voting rights. If the appointment does not specify the proportion or number of votes each proxy may exercise half of the votes, in which case any fraction of votes will be disregarded. A proxy need not be a Shareholder of the Company and a Shareholder may appoint an individual or a body corporate to act as its proxy.

In order for an appointment of proxy to be effective, the Proxy Form (and the power of attorney or other authority, if any, under which the proxy form is signed or a certified copy the power of attorney or other authority) must be lodged at the Company’s share registry: Registries Limited, GPO Box 3993, Sydney NSW 2001 Australia or by facsimile +612 9290 9655 or by email registries@registries.com.au no later than 48 hours before the time for holding the meeting.

The Proxy Form must be signed by the Shareholder or his/her attorney duly authorised in writing or, if the Shareholder is a corporation, in a manner permitted by the Corporations Act. A proxy given by a foreign corporation must be executed in accordance with the laws of that corporation’s place of incorporation.

A Proxy Form accompanies this Notice of Meeting.

Voting Intentions

If you wish to direct your proxy how to vote on any or all of the resolutions, place a mark “X” in the “For”, “Against” or “Abstain” box. If you do not direct your proxy how to vote, your proxy may vote as he, she or it sees fit. If you mark the abstain box, you are directing your proxy not to vote on your behalf in respect of that resolution and your votes will not be included on a show of hands or on a poll.

Please refer to the Proxy Form that accompanies this Notice of Meeting for instructions on its completion and lodgement.

The Chairperson of the Company intends to vote proxies in favour of all the resolutions contained in the Notice of Annual General Meeting unless directed otherwise.

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Voting Entitlement

For the purposes of determining voting entitlements at the General Meeting, shares will be taken to be held by the persons who are registered as holding the shares at 10:30 am (Sydney time) on 27 November 2010 on the Company’s Register of Members. Transactions registered after that time will, therefore, be disregarded in determining entitlements to attend and vote at the Meeting.

Dated: 29 October 2010

By Order of the Board William Kuan Company Secretary

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EXPLANATORY MEMORANDUM

INTRODUCTION

This Explanatory Memorandum accompanies and forms part of the Notice of Meeting of ASF Group Limited and it is intended to provide Shareholders of the Company with information to assist them in assessing the merits of the resolutions contained in the Business to be conducted at the Meeting to be held on 29 November 2010.

A glossary of defined terms used in the Notice of Annual General Meeting and this Explanatory Memorandum is set out at the end of this Explanatory Memorandum.

Shareholders should note that the Directors unanimously support all resolutions contained in the Notice of Meeting.

The Directors recommend that Shareholders read the Explanatory Memorandum before making any decisions in relation to the resolutions set out in the Notice of Meeting.

If any Shareholder is in doubt as to how they should vote, they should seek advice from their professional adviser prior to voting.

Financial Statements and Reports

Section 317 of the Corporations Act requires the Directors to lay before the Meeting the Company’s Financial Statements, Directors’ Report and Auditor’s Report for the year ended 30 June 2010.

There is no requirement that Shareholders approve the Financial Statements and associated Reports and no resolution in relation to this matter will be put to the Meeting.

The Company’s 2010 Annual Report contains the Financial Statements and the Directors’ and Auditor’s Reports and has been sent to Shareholders who elected to receive a printed copy. Shareholders can access the 2010 Annual Report on the Company’s website at www.asfgroupltd.com.

Shareholders will be provided with a reasonable opportunity at the Annual General Meeting to ask questions or make comments on the Financial Statements and the Reports and on the Company’s management and business generally. Representatives of the Company’s Auditor, PricewaterhouseCoopers, will be attending the Annual General Meeting. Shareholders will be given a reasonable opportunity to ask the Auditor relevant questions including those relating to the conduct of the audit, the preparation and content of the Auditor’s report, the accounting standards adopted by the Company and the independence of the Auditor.

If shareholders would like to submit a written question to the Company’s auditor, please send your question to the registered office of the Company or fax it to (612) 9251 9066 for the attention of the Company Secretary. Written questions must relate to the content of the auditor’s report to be considered at the Meeting or the conduct of the audit. All questions must be received by the Company no later than five (5) Business Days before the day on which the Meeting is held.

Adoption of Remuneration Report: Resolution 1

The Remuneration Report is included in the Directors’ Report and set out in the Company’s 2010 Annual Report. Pursuant to s 250R(2) of the Corporations Act, the Company is required to put a resolution that the Remuneration Report be adopted to a vote of Shareholders at the Meeting. However, Shareholders should note that, pursuant to s 250R(3), the vote on the Remuneration Report is advisory only and the outcome of the vote does not bind the Directors or the Company.

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The Remuneration Report sets out the Company’s remuneration policy and reports on the remuneration arrangements in place for Directors and key executives of the Company.

Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of this ordinary resolution.

Re­election of a Director, Ms Lily Hongzhen Liu: Resolution 2

Lily Hongzhen Liu retires by rotation in accordance with article 88 of the Old Constitution and the ASX Listing Rules and, being eligible, offers herself for re‐election as a Director.

Ms Liu was appointed a non‐executive Director on 28 November 2008. Ms Liu is the General Manager of the Investment Division of CITIC International Assets Management Limited responsible for deal sourcing and direct investments with focus on energy, resources and environmental protection. Ms Liu has over twenty years experience in international trading, direct investment and venture capital fund management.

Directors’ Recommendation

The Directors (with Ms Liu abstaining) unanimously recommend that Shareholders vote in favour of this ordinary resolution.

Re­election of a Director, Mr Alan John Humphris: Resolution 3

Alan John Humphris retires by rotation in accordance with article 88 of the Old Constitution and the ASX Listing Rules and, being eligible, offers himself for re‐election as a Director.

Mr Humphris was appointed a non‐executive Director on 5 September 2007. He is an investment banker with more than thirty years experience in Australian and international markets. Prior to establishing investment banking firm Balmoral Capital Pty Limited, Mr Humphris was an executive director of Hambros Australia Limited and, earlier, of J P Morgan Australia Limited. He is also a non‐ executive director of Rey Resources Limited, Zamia Metals Limited and International Base Metals Limited.

Directors’ Recommendation

The Directors (with Mr Humphris abstaining) unanimously recommend that Shareholders vote in favour of this ordinary resolution.

Re­election of a Director, Mr Xin Zhang: Resolution 4

Xin Zhang was appointed a Director on 8 February 2010. Pursuant to article 80(2) of the Old Constitution and the Corporations Act, Mr Zhang must only remain a Director until the end of this Meeting at which time he offers himself and is eligible for re‐election as a Director.

Mr Zhang is the sole shareholder and director of Suntimes International Limited, a substantial shareholder of the Company. He is also the controlling shareholder of China Glory International Investment Group (CGIG), which he established in Beijing 15 years ago. CGIG's investments are primarily in real estate and it has developed properties in China valued at billions of dollars. GIGC also has investments in resources and trading sectors. Mr Zhang has extensive business and government networks in China.

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Directors’ Recommendation

The Directors (with Mr Zhang abstaining) unanimously recommend that Shareholders vote in favour of this ordinary resolution.

Ratification of Prior Share Issue: Resolution 5

Resolution 5 of the Notice of Meeting proposes the ratification by Shareholders of the prior issue and allotment of 388,000 Shares on 28 September 2010 for the purpose of ASX Listing Rule 7.4.

ASX Listing Rule 7.1 provides that an ASX listed entity may not issue or agree to issue equity securities in any twelve month period which amount to more than 15% of the Company’s total shares on issue 12 months before the date of the proposed issue without obtaining shareholder approval, unless the issue comes within any of the exceptions specified in ASX Listing Rule 7.2.

Shareholder approval was not required under ASX Listing Rule 7.1 for the issue of Shares the subject of resolution 5 as the Shares issued did not exceed the 15% limit; however, shareholder approval is sought for the purposes of ASX Listing Rule 7.1 so that these shares will not be counted towards the 15% limit when considering future issues of equity securities. If resolution 5 is passed by Shareholders, the Company will retain the full capacity to issue additional equity securities, within the 15% limit imposed by ASX Listing Rule 7.1, during the next twelve months.

ASX Listing Rule 7.4 provides that an issue of shares made without shareholder approval is treated as having been made with shareholder approval if the issue did not breach the 15% limit and provided shareholders subsequently approve the issue.

In compliance with ASX Listing Rule 7.5, Shareholders are provided with the following information pertaining to the prior share issue for which ratification is being sought:

1. Number of securities issued and allotted: 388,000 Shares.

2. Price at which the securities were issued and allotted The Shares were issued in consideration for services performed by Mr Hung Fei Chan for the Company. The Company attributed an issue price of $0.125 for each Share issued to Mr Chan, although no monetary consideration was received by the Company.

3. Terms of Securities:

The securities issued and allotted are ordinary shares and rank equally with the Company’s existing ordinary shares on issue.

4. Names of Allottee:

Mr Hung Fei Chan.

1. Purpose of Issue and use of funds:

No funds were raised from the issue of these Shares. The Shares were issued as compensation to Mr Chan for services he provided pursuant to the consultancy agreement between Mr Chan and the Company.

Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of this ordinary resolution.

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Authority to Issue Shares to Investors: Resolution 6

ASX Listing Rule 7.1 states that, without the approval of shareholders, an entity must not issue or agree to issue equity securities in any 12 month period which amount to more than 15% of the Company’s total shares on issue 12 months before the date of the proposed issue. The Company proposes to issue up to 50 million Shares to sophisticated or professional investors to raise equity funds for working capital generally. Accordingly, in order for the Company to issue up to 50 million further Shares to investors by way of placements, it is necessary to obtain approval of Shareholders.

At the date of this Notice of Meeting, the Company has not made any agreement or arrangement to issue the Shares or the number of Shares to be issued. However, the issue will be limited to up to 50 million Shares.

The effect of resolution 6 will be to allow the Directors to issue the Shares during the period of three months after the AGM (or a longer period if allowed by the ASX), without utilising the Company’s 15% equity security placement capacity under ASX Listing Rule 7.1.

Pursuant to ASX Listing Rule 7.3 the following information is provided to shareholders in relation to the proposed issue of Shares:

• (a) Allottees

The allottees have not been identified but will be sophisticated and professional investors (for the purposes of the Corporations Act) as determined by the Company. Related parties of the Company, including Directors, and their associates will not participate in the placement.

• (b) Maximum number of securities to be issued 50 million Shares.

• (c) Date of Issue and Allotment

• The date of issue must be no later than three months from the date of this Meeting. The date(s) of allotment has not been set but may occur progressively.

• (d) Issue price and a statement of the terms of issue

The issue price of the Shares will be no less than 80% of the average market price of Shares over the last five trading days on which sales in the securities were recorded prior to the issue of the Shares, or if there is a prospectus, Product Disclosure Statement or offer information statement relating to the issue of the Shares, over the last 5 days on which sales in the securities were recorded before the date of the prospectus, Product Disclosure Statement or offer information statement. The Shares will rank, on and from the date of issue, equally in all respects with existing Shares on issue.

• (e) Use of funds

The funds raised by the placement will be used to provide working capital including for the further development of the Company’s businesses.

A voting exclusion statement is included in the Notice of Meeting.

Directors’ Recommendation

The Directors unanimously recommend that Shareholders vote in favour of this ordinary resolution.

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Adoption of replacement Constitution: Resolution 7

Since there have been a number of recent changes to the Corporations Act, the Directors propose that the Company’s Old Constitution should be repealed in its entirety and replaced by the New Constitution.

The New Constitution reflects changes to the Corporations Act and complies with ASX Listing Rules. The New Constitution is drafted in a manner that avoids the need for additional amendment if the ASX Listing Rules are updated from time to time. The Directors consider that the New Constitution reflects best practice and is drafted in a clear and modern style.

Under the Corporations Act, a company may elect to either amend parts of its constitution or replace the entire document. The Directors believe that it is preferable in the circumstances to repeal the Old Constitution and replace it with the New Constitution rather than to amend and insert a multitude of specific provisions.

Resolution 7 is a special resolution and therefore must be passed by at least 75% of the votes that are cast by Shareholders entitled to vote on the resolution.

A copy of the New Constitution is available for inspection at the Company’s registered office or at www.asfgroupltd.com or is available upon request from the Company Secretary.

Summary of Key Changes

Certain of the key changes are summarised below. Note that the New Constitution also contains numerous changes that are stylistic or minor in nature.

1. Definitions

The New Constitution updates the definitions and, where possible, relies on terms defined in the Corporations Act, the ASX Listing Rules and the ASX Settlement Operating Rules.

1. Redundant Provisions

A number of clauses in the Old Constitution are redundant and have therefore been excluded from the New Constitution.

1. Dividends – Source of dividends (rules 133 – 145)

The Corporations Act was recently amended to replace the ‘profits test’ with a new ‘solvency‐ based test’ as set out in the amended section 254T of the Corporations Act. The New Constitution adopts this solvency‐based test such that dividends must not be paid unless the three conditions contained in section 254T are met.

1. Dividends – Directors may decide to pay dividends (rule 133)

The New Constitution reflects the current provisions in the Corporations Act and current practice, which is that directors may determine that a dividend is payable (both interim and final).

1. Payment for a reduction of capital (rule 7) or payment of dividends by way of in specie distribution (rule 142.1)

The New Constitution contains a provision that the Company may reduce its capital in any way including by way of a distribution of assets including any paid up shares, options or other securities of another body corporate provided this is in accordance with the Corporations Act and the ASX Listing Rules. The Corporations Act sets out the procedure by which a company may reduce its capital. The New Constitution provides that if the Company distributes any shares, options or other securities of another body corporate to a shareholder pursuant to this

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rule, the shareholder will be deemed to have agreed to become a shareholder of that body corporate and be bound by its constitution.

The New Constitution provides that a dividend can be wholly or partly paid by the distribution of specific assets including shares, options or other securities in the Company or any other company.

1. Variation of class rights (rule 34.1)

The New Constitution reflects the procedure set out in section 246B(2) of the Corporations Act, which provides that in addition to the shareholders of the relevant class approving the variation, the ordinary shareholders of the Company must also approve the variation by way of special resolution.

1. Calls on partly paid shares (rule 6.1)

The New Constitution reflects the current requirements in section 254M of the Corporations Act which provides that a shareholder is only liable to pay calls on partly paid shares in accordance with the terms and conditions on which the shares were issued.

1. Who may demand a poll (rule 70.1)

The New Constitution reflects the current provisions in section 250L of the Corporations Act, which provides that a poll may be demanded by the chair, at least 5 shareholders entitled to vote on the resolution or by shareholders with at least 5% of the votes that may be cast on the resolution on a poll.

1. Paramount effect of the ASX Listing Rules (rule 36)

To ensure that the New Constitution is consistent with any changes made to the ASX Listing Rules from time to time, provisions have been included in the New Constitution which provide, amongst other things, that if the New Constitution becomes inconsistent with any ASX Listing Rules the New Constitution must be treated as not containing that provision to the extent of any inconsistency. Moreover, if the ASX Listing Rules require the New Constitution to contain a provision that it does not contain, the New Constitution will be treated as containing that provision.

1. Provisions consistent with ASX Listing Rules

The New Constitution contains provisions which are consistent with the current ASX Listing Rules including, by way of example, provisions relating to unmarketable parcels (rule 29), restricted securities (rule 35) and voting exclusion provisions (rule 58.3).

Effect of Shareholder Approval

This resolution will have immediate effect if approved by Shareholders.

Directors’ Recommendation

The Directors unanimously recommend Shareholders vote in favour of resolution 7.

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GLOSSARY

In this Explanatory Memorandum and the associated Notice of Meeting, unless the contrary intention appears or the context requires otherwise:

$ means Australian dollars. All amounts in this Explanatory Memorandum and the associated Notice of Meeting are in Australian dollars unless otherwise indicated.

ASX means ASX Limited.

ASX Listing Rules means the official Listing Rules of the ASX.

ASX Settlement Operating Rules means the Settlement Rules for the ASX Settlement Pty Ltd.

Business Day has the same meaning as that given in ASX Listing Rules.

Company means ASF Group Limited ACN 008 924 570.

Corporations Act means the Corporations Act 2001 (Cth) and associated regulations.

Director means a director of the Company and Directors has a corresponding meaning.

Meeting means the Company’s 2010 Annual General Meeting.

New Constitution refers to the document tabled at the Meeting and, for the purposes of identification, signed by the chair of the meeting that the Directors propose be adopted as the constitution of the Company in substitution for, and to the exclusion of, the Company's Old Constitution.

Old Constitution refers to the Company’s existing Memorandum and Articles of Association.

Share means a fully paid ordinary share in the capital of the Company and Shares has a corresponding meaning.

Shareholder means a person who is registered in the Company’s Register of Members as a holder of Shares.

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ASF Group Limited ABN 50 008 924 570

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ASF Group Limited

FOR ALL ENQUIRIES CALL:

(within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

FACSIMILE

+61 2 9290 9655

ALL CORRESPONDENCE TO:

Registries Limited GPO Box 3993 Sydney NSW 2001 Australia

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 10:30am Saturday 27 November 2010

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together in the same envelope.

STEP 2 Voting Directions to your Proxy

You can tell your Proxy how to vote

To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

STEP 3 Sign the Form

The form must be signed as follows :

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders must sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 10:30am on Monday, 29 November 2010 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged using the reply paid envelope or:

BY MAIL - Share Registry – Registries Limited, GPO Box 3993, Sydney NSW 2001 Australia

BY FAX - + 61 2 9290 9655

IN PERSON - Share Registry – Registries Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

ASF Group Limited

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STEP 1 - Appointment of Proxy

I/We being a member/s of ASF Group Limited and entitled to attend and vote hereby appoint

the Chairman of the Meeting (mark with an OR ‘X’)

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If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy at the Annual General Meeting of ASF Group Limited to be held at The Harbour Room, Quay Grand Suites Sydney, 61 Macquarie Street, East Circular Quay, Sydney NSW 2000 on Monday, 29 November 2010 at 10:30am and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

STEP 2 - Voting directions to your Proxy – please mark � to indicate your directions Business

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For Against Abstain
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Resolution	1	Adoption of the Remuneration Report
Resolution	2	Re-election of a Director, Ms Lily Hongzhen Liu
Resolution	3	Re-election of a Director, Mr Alan John Humphris
Resolution	4	Re-election of a Director, Mr Xin Zhang
Resolution	5	Ratification of Prior Share Issue
Resolution	6	Authority to Issue Shares to Investors
Resolution	7	Adoption of replacement Constitution

In addition to the intentions advised above. The Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business.

*If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

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STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact Name ……………………………….…….. Contact Daytime Telephone ………………………………….. Date / / 2010
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