ASF GROUP LIMITED — Merger & Acquisition 2013

May 12, 2013

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THIS DOCUMENT CONTAINS IMPORTANT INFORMATION AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to how to deal with this document, you should consult your legal, financial or other professional adviser immediately.

Bidder's Statement

ON MARKET OFFER BY

ASF Gold and Copper Pty Ltd (ACN 158 308 260)

a wholly owned subsidiary of

ASF Group Limited (ACN 008 924 570)

to acquire your ordinary shares in

ActivEX Limited (ACN 113 452 896)

FOR $0.015 FOR EACH ACTIVEX SHARE IN CASH

TO ACCEPT THIS OFFER PLEASE INSTRUCT YOUR BROKER TO SELL YOUR SHAREHOLDING TO ASF GOLD AND COPPER PTY LTD THROUGH ITS BROKER, TAYLOR COLLISON LIMITED.

THE OFFER HAS NO CONDITIONS AND IS ABLE TO BE ACCEPTED BY SELLING ON ASX IMMEDIATELY, ALLOWING THREE TRADING DAYS FOR RECEIPT OF CASH.

If you have any questions about the Offer or this document or about how to accept the Offer, please contact the Offer Information Line on 1300 307 857 (from within Australia) or +61 2 8022 7902 (from outside Australia).

Legal Adviser to the Bidder

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Financial Adviser & Broker to the Offer

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Bidder's Statement

Important Information

Bidder's Statement

This document is a Bidder’s Statement issued by ASF Gold and Copper Pty Ltd (ACN 158 308 260) ( ASFGC ), under Part 6.5 of the Corporations Act. This Bidder's Statement sets out the terms and conditions of the Offer and other important information relating to the Offer.

A copy of this Bidder's Statement was lodged with ASIC on 13 May 2013. ASIC takes no responsibility for the contents of this Bidder’s Statement.

Investment decisions

You should read this document completely before deciding whether to accept the Offer. The information provided in this document is not investment advice.

In preparing this Bidder’s Statement, ASFGC has not taken into account the individual objectives, financial situation or needs of individual ActivEX Shareholders. You may wish to seek independent financial and taxation advice before making a decision as to whether or not to accept the Offer.

Foreign shareholders

The distribution of this Bidder's Statement may in some countries be restricted by law or regulation. Accordingly, persons who come into possession of this Bidder's Statement should inform themselves of, and observe, those restrictions.

Forward looking statements

Some of the statements appearing in this Bidder's Statement may be in the nature of forward looking statements. You should be aware that such statements are subject to inherent risks and uncertainties. Those risks and uncertainties include factors specific to the industry in which ActivEX, ASFGC and ASF Group operate as well as general economic conditions, prevailing exchange rates and interest rates, conditions in the financial markets, government policies and regulation, competitive pressures and changes in technology. Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement. You are cautioned not to place undue reliance on any forward looking statement. The forward looking statements in this Bidder's Statement reflect views held only as at the date of this Bidder's Statement.

Neither ASFGC, ASF Group, their respective directors and officers, nor any person named in this Bidder’s Statement or involved in the preparation of this Bidder’s Statement, makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, except to the extent required by law.

Privacy

Personal information relating to your shareholding in ActivEX will be collected by ASFGC from ActivEX in accordance with its rights under the Corporations Act. ASFGC will share this information on a confidential basis with its related bodies corporate, advisers and service providers where necessary for the purposes of the Offer, and the information may be required to be disclosed to regulators such as ASIC. ASFGC and its agents retained for the purposes of the Offer will use the information solely for purposes relating to the Offer. Generally, you have a right to access the personal information which ASFGC and its agents may hold about you. You can contact the Offer Information Line if you have any queries about the privacy practices of ASFGC.

Disclaimer as to ActivEX information

Information in this document about ActivEX has been prepared based on publicly available information. ASFGC has not verified all publicly available information. Accordingly, subject to the Corporations Act, each of ASFGC and ASF Group does not make any representation or give any express or implied warranty as to the accuracy or completeness of such information.

Further information relating to ActivEX's business may be included in ActivEX's target's statement which ActivEX must provide to its shareholders in response to this Bidder's Statement.

Interpretation

Terms, words and phrases used in this document have the same meaning as in Chapter 6 of the Corporations Act except where specifically defined in the glossary in Section 12 or unless a contrary intention appears or the context requires otherwise.

1

Bidder's Statement

ACCEPT NOW

ASFGC's $0.015 cash offer provides you with an opportunity to realise an attractive value for your ActivEX Shares

Important Dates

Announcement Date Monday 13 May 2013 Bidder's Statement lodged with ASX and ASIC Monday 13 May 2013 Offer opens (Offer Date) Tuesday 28 May 2013 Offer Closing Date (unless extended or withdrawn) Close of ASX trading on Friday 28 June 2013 _This date is indicative only and the Offer may be extended or withdrawn as permitted by the Corporations Act._

How to Accept

You may sell your ActivEX Shares to ASFGC on market by offering to sell some or all of your ActivEX Shares on ASX at the Offer Price on and from 13 May 2013 (once trading of ActivEX Shares resumes after the Offer is announced) until the end of the Offer Period.

ASFGC has appointed Taylor Collison Limited ( Taylor Collison ) as its broker for the Offer.

Taylor Collison will stand in the market to acquire on behalf of ASFGC all ActivEX Shares offered at the Offer Price during normal trading on ASX on and from 13 May 2013 until the end of the Offer Period as follows:

• –

• For Issuer Sponsored Holdings of ActivEX Shares If your ActivEX Shares are held on ActivEX's Issuer Sponsored Subregister (that is, if there is an 'I' appearing before your holder number on your holding statement) – To sell your ActivEX Shares to ASFGC, you must instruct a Broker to initiate acceptance.

• –

• For CHESS Holdings of ActivEX Shares If your ActivEX Shares are held in a CHESS Holding (that is, if there is an 'X' appearing before your holder number on your holding statement) – To sell your ActivEX Shares to ASFGC, you must instruct your Controlling Participant (usually your Broker) to initiate acceptance.

• For Brokers and Controlling Participants – To sell ActivEX Shares to ASFGC, you must initiate acceptance in accordance with the requirements of the ASTC Settlement Rules.

• For nominee holdings of ActivEx Shares – Beneficial owners whose ActivEX Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee, should contact that nominee for assistance in accepting the Offer .

You are not required to complete a form to accept the Offer.

If you have any questions about the Offer or this document or about how to accept the Offer, please contact the Offer Information Line on 1300 307 857 (from within Australia) or +61 2 8022 7902 (from outside Australia).

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Bidder's Statement

Table of contents

Table of contents	Table of contents
Important Information ................................................................................................................................... 1
Letter from ASF Gold and Copper Pty Ltd ................................................................................................. 4
1	Reasons to accept the Offer ............................................................................................................... 5
2	Summary of Offer and key questions ............................................................................................... 7
3	Background to the Offer ..................................................................................................................... 9
4	Key terms of the Offer ....................................................................................................................... 10
5	Profiles of ASFGC and ASF Group .................................................................................................. 12
6	Profile of ActivEX .............................................................................................................................. 14
7	ASFGC's interest in ActivEX Shares ............................................................................................... 16
8	Funding ............................................................................................................................................... 17
9	ASFGC’s intentions in relation to ActivEX ..................................................................................... 18
10	Tax considerations ............................................................................................................................ 21
11	Other material information ............................................................................................................... 24
12	Glossary ............................................................................................................................................. 26
13	Approval of Bidder’s Statement....................................................................................................... 28
14	Announcement of the Offer .............................................................................................................. 29
15	Corporate Directory ........................................................................................................................... 31

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Bidder's Statement

Letter from ASF Gold and Copper Pty Ltd

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Dear ActivEX Shareholder

On 13 May 2013, ASF Gold and Copper Pty Ltd ( ASFGC ) launched an on-market takeover offer for ActivEX.

I am pleased to enclose a Bidder's Statement containing ASFGC's Offer to acquire your ActivEX Shares for $0.015 per share in cash . ASFGC is a wholly owned subsidiary of ASF Group Limited ( ASF Group ), a company listed on the Australian Securities Exchange. Information on ASFGC and ASF Group is set out in this Bidder's Statement. ASFGC is currently the largest shareholder in ActivEX and owns 19.9% of all ActivEX Shares.

As you may be aware, ASFGC previously announced a conditional off market takeover bid for ActivEX. However, despite rejecting that proposal, the ActivEX Board announced a 3-for-5 non-renounceable rights issue at $0.012 per share ( ActivEX Rights Issue ). The ActivEX Rights Issue will be dilutive to those ActivEX Shareholders who do not participate in the issue. As a result, ASFGC withdrew its previous off market takeover proposal and announced the on market takeover Offer.

The on market takeover Offer Price is substantially above the ActivEX Rights Issue price. Importantly, the ASFGC Offer of $0.015 per share will extend to those shares issued pro-rata under the ActivEX Rights Issue at only $0.012 per share. Accordingly, this provides ActivEX Shareholders with the opportunity to realise a substantial gain in relation to ActivEX Rights Issue shares (representing a 25% value uplift) by accepting the Offer.

The Offer values ActivEX's ordinary equity (including all ActivEX Shares which may be issued under the ActivEX Rights Issue) at approximately $5.9 million and provides ActivEX Shareholders with an opportunity to realise an attractive value for their ActivEX Shares.

As the Offer is an all cash bid, the Offer will provide you with certainty of value and immediate cash, which you will receive in three ASX trading days (T+3) after your acceptance. The Offer may only be accepted on market. There is no other offer currently available for your ActivEX Shares.

The Offer is unconditional and is scheduled to remain open until the close of ASX trading on Friday 28 June 2013, unless the Offer is extended or withdrawn in accordance with the Corporations Act.

If you wish to accept the Offer, please instruct your Broker to sell all or some of your ActivEX Shares to ASFGC through its broker to the Offer, Taylor Collison. Please note that you are not required to complete a form to accept the Offer.

Details of the Offer are set out in this document which you should read in full.

If you have any questions about the Offer, please contact your legal, financial or other professional adviser or call the Offer Information Line on 1300 307 857 (for callers within Australia) or +61 2 8022 7902 (for callers outside Australia).

Yours sincerely

ASF Gold and Copper Pty Ltd

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Min Yang Chairman

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Bidder's Statement

1 Reasons to accept the Offer

• Attractive Offer Price - The Offer represents a substantial premium to the market price for ActivEX Shares prior to the launch of the Offer and an even greater premium to the issue price of ActivEX Shares under the ActivEX Rights Issue.

• Unconditional cash offer - ASFGC is offering cash which provides certainty of value for ActivEX Shareholders where you can sell all or some of your shares on market.

• Offer extends to ActivEX Rights Issue shares - The Offer extends to those shares issued pro-rata under the ActivEX Rights Issue.

• Risks of not accepting - If the Offer does not proceed, the risks for ActivEX Shareholders include:

• ActivEX Shares may trade at a discount to the Offer Price; and

• ActivEX Shareholders will continue to be exposed to risks inherent in holding shares in a mineral exploration company which may require further capital raisings to fund its operation.

• Benefits for ActivEX - If the Offer is successful the benefits for ActivEX include:

• Ownership and management input by ASFGC as a long term strategic investor committed to the mineral exploration industry with access to the resources to continue to invest in ActivEX and its projects;

• ActivEX's business will not undergo any material change and it will be operated to derive value from the assets of the company; and

• ActiVEX has some significant copper and gold exploration assets that require focussed attention to accelerate their possible future development which ASFGC believes it can provide.

1.1 Attractive Offer Price

The Offer Price of $0.015 per ActivEX Share represents:

• a 20% premium to the volume weighted average price of ActivEX Shares traded on ASX up to and including 15 April 2013 (adjusted for the maximum dilutionary impact of the ActivEX Rights Issue)[1] ; and

• a 25% premium to the issue price of ActivEX Shares under the ActivEX Rights Issue at $0.012 cents.

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1 The adjusted 5-day VWAP was $0.0126.

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Bidder's Statement

1.2 Unconditional cash offer provides certainty of value for ActivEX Shareholders

The Offer is to acquire your ActivEX Shares for 100% cash consideration of $0.015 per ActivEX Share. ASFGC's Offer Price of $0.015 per ActivEX Share in cash provides you with the opportunity to receive a certain cash amount for your ActivEX Shares three Trading Days (T+3) after your acceptance of the Offer.

There are no conditions attached to the Offer and you can sell your ActivEX Shares to ASFGC on market now.

1.3 Offer extends to ActivEX Rights Issue shares

The Offer of $0.015 per ActivEX Share extends to those shares issued pro-rata under the ActivEX Rights Issue at only $0.012 per share. Accordingly, this provides ActivEX Shareholders with the opportunity to crystallise a substantial gain in relation to ActivEX Rights Issue shares (representing a 25% value uplift) by accepting the Offer.

1.4 No competing proposal

As at the date of this Bidder's Statement, ASFGC is not aware of any party intending to make an offer for ActivEX Shares with a price higher than the Offer Price.

1.5 Risks of not accepting

If the Offer does not proceed, ActivEX Shares may trade at a discount to the Offer Price.

By accepting the Offer you will no longer be exposed to the risks inherent in continuing to hold an investment in ActivEX Shares, including:

• the risk that ASFGC's current shareholding limits the prospects of any other person lodging a takeover offer for your ActivEX Shares;

• the risks associated with accessing ongoing funding;

• operational and technical risks; and

• exploration and potential development risks.

• Further, if you do not accept the Offer, there are certain risks (additional to those described above) that you should be aware of:

• Depending on what level of acceptances ASFGC receives under the Offer, the market for your ActivEX Shares may be less liquid or less active; and

• If under the Offer ASFGC, through receiving acceptances which give it a relevant interest in at least 90% of ActivEX, becomes entitled to compulsorily acquire your ActivEX Shares, it intends to do so. If your ActivEX Shares are compulsorily acquired, you will have to claim the consideration and will be paid later than ActivEX Shareholders who accept the Offer.

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Bidder's Statement

2 Summary of Offer and key questions

Set out below are summary answers to some key questions that ActivEX Shareholders may have in relation to the Offer. This information is a summary only and should be read together with all Sections of this Bidder's Statement and ActivEX's target's statement.

Question	Answer
What is the Offer?	ASFGC is offering to buy your ActivEX Shares by way of an on-market takeover bid of $0.015 in cash for each ActivEX Share that you own. The Offer extends to all ActivEX Shares that exist or will exist at any time during the Offer Period (other than those currently held by ASFGC and those ASFGC will subscribe for under the ActivEX Rights Issue). Importantly, this includes those shares issued pro-rata under the ActivEX Rights Issue.
Who is making the Offer?	The bidder under the Offer is ASF Gold and Copper Pty Ltd, a wholly owned subsidiary of ASF Group Limited. ASF Group is listed on the Australian Securities Exchange. Further information on ASFGC and ASF Group is set out in Section 5 of this document.
Why have I received this document?	This document is a Bidder's Statement. It has been prepared by ASFGC, and has been sent to you because you are recorded as an ActivEX Shareholder. It sets out the terms of the Offer by ASFGC to purchase your ActivEX Shares, and information that is relevant to your decision to accept or reject the Offer. You may wish to consult your legal, financial or other professional advisor concerning the content and implications of this document.
What is the earliest date I can accept the Offer?	The Offer is officially open for acceptance from Tuesday 28 May 2013. However, from the time trading in ActivEX Shares resumes on 13 May 2013 after the Offer is announced, Taylor Collison will stand in the market and offer to acquire on behalf of ASFGC all ActivEX Shares offered to it at the Offer Price, prior to the Offer Period. For information on how to accept see page 2.
When does the Offer close?	The Offer closes at the close of ASX trading on the Offer Closing Date, unless it is extended or withdrawn in accordance with the Corporations Act. The Offer Closing Date is currently scheduled to be 28 June 2013.
Can the Offer Period be extended?	Yes, the Offer Period can be extended in accordance with the Corporations Act. You will be notified of any extension as required by the Corporations Act.
When will I be paid?	The usual rules for settlement of transaction which occur on market on the ASX will apply in respect of ASFGC's purchase of ActivEX Shares on market. This means that you will be paid three ASX trading days (T+3) after your acceptance of the Offer.

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Bidder's Statement

Question	Answer
Do I have to pay brokerage if I accept?	As the Offer will be made on market, offers to purchase your ActivEX Shares are made only during official trading days of the ASX, and you may only accept the Offer through brokers who are Participants of ASX. Any brokerage charged by such brokers is your responsibility. ASFGC will pay its own brokerage on transfers of ActivEX Shares as a result of acceptances of the Offers.
What are the tax consequences of accepting the Offer?	The tax consequences will differ depending on the circumstances of each ActivEX Shareholder. Section 10 contains a brief outline of possible consequences. You should contact your tax adviser.
How do I accept the Offer?	To accept the Offer, you must instruct your Controlling Participant or your Broker (as the case may be) to sell all or some of your ActivEX Shares on market to ASFGC through its broker, Taylor Collison, before the end of the Offer Period. You are not required to complete a form to accept the Offer. For further information, see page 2.
If I do not accept the Offer, can I be forced to sell my ActivEX Shares?	If you do not accept the Offer you will retain ownership of your ActivEX Shares. However, if under the Offer ASFGC, through receiving acceptances which give it a relevant interest in at least 90% of ActivEX, becomes entitled to compulsorily acquire your ActivEX Shares, it intends to do so. If your ActivEX Shares are compulsorily acquired, you will have to claim the consideration and will be paid later than ActivEX Shareholders who accept the Offer.
Are there any conditions to the Offer?	No. The Offer is an unconditional cash offer.
What do I do if I require further information?	If you require any further information in relation to the Offer, please call the Offer Information Line on 1300 307 857 (from within Australia) or +61 2 8022 7902 (from outside Australia), Business Days between 9.00am and 5.00pm (Sydney time). Alternatively, you may contact your legal, financial or other professional advisor. Further material information may be the subject of a supplementary bidder's statement from ASFGC.

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Bidder's Statement

3 Background to the Offer

ASF became a cornerstone investor in ActivEX on 10 May 2012, acquiring 13.04% of the issued shares in ActivEX by subscribing for new shares which were subsequently transferred to ASFGC in July 2012. Since that time, ASFGC has increased its holding in ActivEX by subscribing for further new shares to take its current holding to 19.9%.

On 16 April 2013, ASFGC made an initial proposal to acquire ActivEX shares via a conditional off market takeover bid at $0.02 per share ( Previous Proposal ). Following the lodgement with ASIC and the ASX of the Bidder's Statement for the Previous Proposal, ActivEX announced a 3-for-5 non-renounceable rights issue at $0.012 per share ( ActivEX Rights Issue ). The terms of the ActivEX Rights Issue are such that it will be dilutive to those ActivEX Shareholders who do not participate in the issue at a price that is substantially below the Previous Proposal. In addition, ASFGC expects ActivEX to incur material expenses in relation to the ActivEX Rights Issue.

Given that ActivEX was determined to proceed with the ActivEX Rights Issue, this triggered one of the defeating conditions of the Previous Proposal. Having considered its options and all of the circumstances, including the detrimental effects of the ActivEX Rights Issue noted above, ASFGC announced on 13 May 2013 that it would not proceed with its Previous Proposal.

On 13 May 2013 ASFGC announced the Offer. ASFGC considers the Offer to be similarly attractive to ActivEX Shareholders as the Previous Proposal, having regard to:

• the impact of the ActivEX Rights Issue noted above;

• the issue price under the ActivEX Rights Issue of only $0.012; and

• the fact that the Offer is unconditional.

ASFGC intends to subscribe for its full entitlement under the ActivEX Rights Issue.

ASFGC wishes to take a more active role in working with ActivEX management to realise the value of the assets of the company. ActivEX has some significant copper and gold assets that require more focussed attention to accelerate their progress towards potential development which ASFGC believes it can provide.

ASFGC also believes that significant funds need to be committed to achieve these goals and that it can assist ActivEX by introducing the necessary potential partners and investors.

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Bidder's Statement

4 Key terms of the Offer

4.1 Offer

ASFGC is offering to buy your ActivEX Shares by way of an on market takeover bid of $0.015 in cash for each ActivEX Share that you own.

The Offer extends to all ActivEX Shares that exist or will exist at any time during the Offer Period:

• including as a result of the exercise of any ActivEX Options;

• including those issued pro-rata under the ActivEX Rights Issue;

• excluding those currently held by ASFGC;

• excluding those ASFGC will subscribe for under the ActivEX Rights Issue.

Details of the Offer were announced to the market on 13 May 2013. A copy of that announcement is set out in Section 14.

4.2 Rights

If ASFGC acquires your ActivEX Shares under this Offer, ASFGC is also entitled to any Rights attached to those ActivEX Shares.

If ASFGC becomes entitled to any Rights as a result of your acceptance of this Offer, it may require you to give to ASFGC all documents necessary to vest title to those Rights in ASFGC.

4.3 Consideration

ASFGC is offering $0.015 in cash for each of your ActivEX Shares.

4.4 How the Offer will be made

The Offer will be made on behalf of ASFGC by Taylor Collison through the ASX during the Offer Period.

4.5 Persons to whom Offer is made

ASFGC is making the Offer to each holder of ActivEX Shares on ActivEX's register of members on the Announcement Date and the holders of all ActivEX Shares that are issued during the period from the Announcement Date to the end of the Offer Period. Accordingly, the Offer and copies of this document will be sent to those persons who are holders of ActivEX Shares as at the Announcement Date.

The Offer extends to any person who is able during the Offer Period to give good title to a parcel of ActivEX Shares. That person may accept as if an offer on terms identical to the Offer had been made to them for those ActivEX Shares.

4.6 Offer Date

The Offer is dated 28 May 2013 ( Offer Date ).

4.7 Offer Period and acquisitions prior to Offer Period

Unless withdrawn or extended, the Offer will officially open during the period that begins on the Offer Date and ends at the close of ASX trading on the Offer Closing Date.

However, from the time trading in ActivEX Shares resumes on ASX on 13 May 2013 after the Offer is announced, Taylor Collison will stand in the market and offer to acquire on behalf of ASFGC all ActivEX Shares offered to it at the Offer Price, prior to the Offer Period.

4.8 No conditions

The Offer is not subject to any conditions.

4.9 Foreign Laws

The Offer is not registered in any jurisdiction outside Australia (unless an applicable Foreign Law treats it as registered as a result of this document being lodged with ASIC). It is your sole responsibility to satisfy yourself that you are permitted by any Foreign Laws applicable to you to accept the Offer.

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Bidder's Statement

4.10 Payment of consideration by ASFGC

The usual rules for settlement of transactions which occur on market on the ASX will apply in respect of ASFGC's purchase of ActivEX Shares on market. This means that you will be paid three Trading Days (T+3) after your acceptance of the Offer.

4.11 Broker handling fees

As the Offer will be made on market, offers to purchase ActivEX Shares are made only during official trading days of the ASX, and ActivEX Shareholders may only accept the Offer through brokers who are Participants of ASX. Any brokerage charged by such brokers is the responsibility of ActivEX Shareholders.

4.12 Extension

ASFGC may extend the Offer Period subject to and in accordance with the Corporations Act.

4.13 Variation

ASFGC may vary the Offer in accordance with the procedure set out in the Corporations Act. If an ActivEX Shareholder has sold its ActivEX Shares prior to any such variation, that ActivEX Shareholder will not receive any benefit from the variation.

4.14 Withdrawal

ASFGC may withdraw the Offer in respect of any unaccepted Offers at any time:

• with the written consent of ASIC and subject to the conditions (if any) which apply to that consent;

• where a Prescribed Occurrence occurs, if at the time of the Prescribed Occurrence, ASFGC's voting power in ActivEX is at or below 50%; or

• upon the occurrence of an Insolvency Event in relation to ActivEX (regardless of ASFGC's voting power in ActivEX).

Notice of withdrawal of the Offer must be given by ASFGC to the ASX.

4.15 Governing law

This Offer and any contract that results from your acceptance of the Offer are governed by the laws in force in New South Wales, Australia.

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Bidder's Statement

5 Profiles of ASFGC and ASF Group

5.1 Overview

ASFGC is an unlisted proprietary company incorporated in Australia, with its registered office located at Suite 2, 3B Macquarie Street, Sydney NSW 2000, Australia.

ASFGC is a wholly owned subsidiary of ASF Group Limited ( ASF Group ), a company listed on the Australian Securities Exchange ( ASX ).

ASF Group (ASX Code: AFA) operates as an initiator and facilitator of two-way cross-border investments, trade and finance between China and Australia. ASF Group is mainly engaged in mineral resources and energy, real estate, financial investment and funds management.

The principal continuing activities of the Group consist of:

• property marketing and services;

• mineral and resources;

• resources trading;

• travel services;

• corporate services; and

• funds management and advisory services.

5.2 Corporate structure

Diagrammatically shown below are the principal subsidiaries/associates of ASF Group:

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ASF Group's net profit for the year ended 30 June 2012 was approximately $20 million. As at 31 December 2012, ASF Group had net assets of approximately $28 million and a market capitalisation of approximately $68 million.

5.3 Directors

The directors of ASFGC are Ms Min Yang, Mr Geoff Baker and Mr Quan (David) Fang.

The directors of ASF Group are as follows:

Ms Min Yang

(Chairman, Director)

Min Yang was appointed a director on 9 September 2005 and Chairman on 16 February 2006. She has extensive business connections in the Asia Pacific region including greater China. Ms Yang has been involved in businesses and transactions across a number of sectors including resources, telecommunications, property, travel and media. Ms Yang is also a non-executive director of ActivEX and Rey Resources Limited.

Mr Nga Fong (Alex) Lao (Deputy Chairman, Director)

Mr Lao was appointed as Vice Chairman and non-executive director on 30 November 2006. He is managing director of ASF Macau Multinational Holdings Limited in charge of the operations of Multinational Youth Travel Agency Limited. Mr Lao resides in Macau where he has business interests in the property, travel and retail industries and is Chairman of the Macau Travel Agency Association.

Mr Geoff Baker

(Non-Exec. Director)

Mr Baker was appointed a non-executive director on 30 November 2006. He is a qualified lawyer in Australia and Hong Kong with a Commerce degree (Accounting and Financial management), a Law

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Bidder's Statement

degree and an MBA. Mr Baker assists in the international operations of ASF Group. He joined ASF Group after practising extensively for 30 years as a lawyer in Australia, Japan, Asia and China. Mr Baker is also a non-executive director of ActivEX and Rey Resources Limited.

Mr Quan (David) Fang (Director)

Mr Fang was appointed a director on 9 September 2005. He was born in Shanghai, and is multilingual, speaking Mandarin, Shanghai dialect, Cantonese and English. Mr Fang has extensive experience in the property sector covering property sales/marketing, development, acquisition and syndication.

Mr Wai Sang Ho

(Non-Exec. Director)

Mr Ho was appointed a non–executive director on 30 November 2006. He is a Hong Kong resident and a large property developer in Southern China. He has substantial property interests in Hong Kong and China.

Mr Yong Jiang

(Non-Exec. Director)

Mr Jiang is the Founder and Chairman of a prestigious business club in Shenzhen. He is also the Founder and General Manager of a diversified media company focusing on the investment and production of films, TV and entertainment programmes based in Beijing. Over the years he has been serving in senior executive positions in a number of Chinese enterprises. Through his involvement in these areas Mr Jiang has established an extensive network of high net worth individuals with successful business experience in China, which should greatly facilitate ASF Group’s business “partnerships” across China and assist its future development.

Mr Xin Zhang

(Non Exec. Director)

Mr Zhang was appointed a non-executive director on 8 February 2010. He is the sole shareholder and director of Suntimes International Limited, a substantial shareholder of ASF Group. Mr. Zhang is also the founder and controlling shareholder of China Glory International Investment Group (CGIG) which was established in Beijing 15 years ago. CGIG’s investments are primarily engaged in real estate development and it has developed billions of dollars of properties in China; CGIG also has investments in resources and trading. Mr Zhang has extensive business and government networks in China.

Mr Alan Humphris (Non Exec. Director)

Mr Humphris was appointed a non-executive director on 5 September 2007. He holds degrees in science, economics and law and is an FCPA. Mr Humphris is an investment banker with more than 30 years experience in Australian and international markets. He has been Managing Director of Balmoral Capital Pty Limited, an investment banking firm which specialised in providing M&A and other corporate advisory services which he founded in 1996 and earlier he was an Executive Director of merchant banks, Hambros Australia Limited and JP Morgan Australia Limited. Mr Humphris is also a non-executive director of Zamia Metals Limited and International Base Metals Limited, and is an alternate director of ActivEX for Ms Min Yang. As at the date of this document, Mr Humphris has an interest in 212,140 ActivEX Shares through the Alan J Humphris Personal Superannuation Fund.

5.4 Publicly available information

The shares of ASF Group are listed on the ASX. As such, ASF Group is subject to the continuous disclosure obligations of the ASX and the Corporations Act, and information is accessible on the ASX website at http://www.asx.com.au.

Certain information concerning ASF Group is publicly available and may be accessed at http://www.asfgroupltd.com.

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Bidder's Statement

6 Profile of ActivEX

6.1 Disclaimer

Information in this document about ActivEX has been prepared based on publicly available information. ASFGC has not verified such publicly available information. Accordingly, subject to the Corporations Act, ASFGC does not make any representation or give any express or implied warranty as to the accuracy or completeness of this information.

The information about ActivEX in this Bidder's Statement should not be considered comprehensive.

6.2 Publicly available information regarding ActivEX

ActivEX is subject to the continuous disclosure requirements of the ASX. A substantial amount of information concerning ActivEX has previously been disclosed to the ASX and to ActivEX Shareholders.

You should consider any publicly available information regarding ActivEX including that which is available on its website (http://www.activex.com.au), announcements made to the ASX by ActivEX (which may be viewed at http://www.asx.com.au) and the target’s statement that ActivEX is required to give you under the Corporations Act.

6.3 Overview of ActivEX

ActivEX Limited (ASX Code: AIV) is an Australian listed mineral exploration company.

ActivEX is a Brisbane based mineral exploration company committed to the acquisition, identification and delineation of new resource projects through active exploration.

6.4 Directors of ActivEX

The directors of ActivEx at the date of this document are:

Mr Richard Keevers (Non Exec. Chairman) Mr Douglas Young (Managing Director, Investor Relations) Mr Geoff Baker (Non Exec. Director) Mr Paul Crawford (Non Exec. Director) Mr Ian Daymond (Non Exec. Director) Ms Min Yang (Non Exec. Director) Mr Alan Humphris (Alternate Director)

Particulars of these directors are available from the ActivEX website referred to above.

6.5 Information on ActivEX's capital structure

The following information about the securities in ActivEX is based upon documents lodged by ActivEX with the ASX as at 10 May 2013.

ActivEX's issued securities

As at 10 May 2013, according to documents lodged by ActivEX with ASX, ActivEX had the following classes of securities and number of securities in those classes:

Class of securities	Number of securities in the class
Ordinary shares (ASX Code: AIV)	244,830,901
Options (unlisted employee & officer options)	3,950,000

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Bidder's Statement

As at 10 May 2013, the largest holders of ActivEX Shares are set out below:

Largest ActivEX Shareholders
ASF Gold and Copper Pty Ltd	19.90%
Elite Ray Investments Limited	11.77%
Findex Pty Ltd	3.31%
LPD Holdings (Aust) Pty Ltd	2.93%
M Ruane	2.72%
Intermin Resources Ltd	2.61%
Scintilla Strategic Investments Ltd	2.61%
Top 20 Shareholders	62.98%
Top 50 Shareholders	74.77%

ActivEX Options

As at 10 May 2013, there are 3,950,000 employee and officer ActivEX Options on issue. The basic terms of these options are set out below:

Unlisted ActivEX Options	Exercise price	Exercise date
200,000	0.15	30 Nov 2013
250,000	0.12	31 Dec 2013
1,000,000	0.15	30 Nov 2014
600,000	0.06	31 Aug 2016
1,000,000	0.06	30 Nov 2016
900,000	0.03	31 Jan 2017

If all ActivEX Options were exercised, they would result in the issue of an additional 3,950,000 ActivEX Shares. The Offer does not extend to the ActivEX Options, however the Offer does extend to ActivEx Shares that will exist at any time during the Offer Period as a result of the exercise of any ActivEx Options.

6.6 Recent share price performance of ActivEX

The latest recorded sale price of ActivEX Shares on the ASX before the date on which this Bidder’s Statement was lodged with the ASX and ASIC was $0.016.

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Bidder's Statement

7 ASFGC's interest in ActivEX Shares

7.1 ASFGC's relevant interest in ActivEX Shares and voting power

At the date of this Bidder's Statement, ASFGC and its associates had a relevant interest in 48,721,349 ActivEx Shares, representing approximately 19.9% of the total issued ActivEX Shares. Its voting power in ActivEX was also approximately 19.9%.

7.2 ASFGC's Directors' relevant interest in ActivEX Shares and voting power

As at the date of this Bidder's Statement:

• Mr Alan Humphris (a director of ASF Group and an alternate director of ActivEX for Ms Yang) has an interest in 212,140 ActivEX Shares through the Alan J Humphris Personal Superannuation Fund, representing approximately 0.087% of the total issued ActivEX Shares; and

• Other than Mr Humphris, none of the other directors of ASF Group or ASFGC has any direct or indirect interest in ActivEX Shares.

7.3 Dealings in ActivEX Shares

Neither ASFGC nor any of its associates has provided, or agreed to provide, consideration for ActivEX Shares under any purchase or agreement during the four months before the date of this Bidder’s Statement and the date of the Offer.

Neither ASFGC nor any associate of ASFGC acquired any ActivEX Shares in the period beginning four months prior to the date on which this document was lodged with ASIC.

7.4 No pre-Offer benefits

During the period of four months before the date of this Bidder’s Statement, neither ASFGC nor any associate of ASFGC, gave, or offered to give or agreed to give a benefit to another person that is not available under the Offer and was likely to induce the other person, or an associate of the other person, to:

• accept the Offer; or

• dispose of ActivEX Shares,

which is not offered to all holders of ActivEX Shares under the Offer.

7.5 No escalation agreements

Neither ASFGC nor any associate of ASFGC has entered into any escalation agreement in respect of ActivEX Shares that is prohibited by section 622 of the Corporations Act.

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Bidder's Statement

8 Funding

8.1 Total cash consideration

The Offer is a 100% cash offer payable in Australian dollars.

The maximum amount of cash that ASFGC would be required to pay under the Offer, if acceptances are received in respect of:

• all ActivEX Shares on issue at the date of this Bidder's Statement (other than those ActivEX Shares in which ASFGC currently has a relevant interest); plus

• all ActivEX Shares which could be issued pro-rata under the ActivEX Rights Issue (other than those issued to ASFGC); plus

• all ActivEX Shares which could be issued if the holders of all ActivEX Options currently on issue exercise those options,

would total approximately $4.7 million.

8.2 Overview of funding arrangements

ASFGC intends to fund the consideration payable for the Offer using advances from its parent company, ASF Group. ASF Group has irrevocably and unconditionally undertaken to ASFGC that it will make available sufficient funds to enable ASFGC to:

• satisfy its obligations to pay the consideration required for the acquisition of ActivEX Shares pursuant to ASFGC's Offer; and

• meet transaction costs associated with the Offer.

Under the terms of the internal funding arrangements between ASF Group and ASFGC ( Internal Offer Funding Arrangements ):

• ASF Group is obliged to advance funds on request by ASFGC for the purposes outlined above;

• The funds borrowed by ASFGC will be non-interest bearing, and be repayable on demand; and

• There will be no conditions precedent to ASFGC drawing down such funds.

8.3 Sources of funds

ASF Group will source the funds that it has undertaken to provide to ASFGC under the Internal Offer Funding Arrangements out of its existing cash reserves (ie, cash at bank), undrawn debt facilities, or a combination of those sources.

As at 30 April 2013, ASF Group and its subsidiaries had cash reserves of approximately $2.726 million with Australian financial institutions. Also as at that date, ASF Group's associates had cash reserves of approximately $8.694 million with Australian financial institutions.

To the extent that ASF needs or decides to utilise external third party funds to pay part of the consideration payable for the acquisition of ActivEX Shares under the Offer, such funds are available to be drawn down under ASF's existing debt facilities. The existing debt facilities are an additional $1 million from a debt facility with Star Diamond Developments Limited. Drawdown under these existing debt facilities (which will remain in place for so long as ASFGC has an outstanding obligation to make payments under the Offer) is either subject to no conditions precedent or subject to particular conditions precedent which ASF Group considers customary for facilities of this nature. ASF Group is not aware of any reason why any conditions precedent to drawdown of its existing debt facilities will not be satisfied. Funds drawn down from these debt facilities can be used to fund payment of consideration under the Offer. In addition, each of these debt facilities contains standard events of default, undertakings, representations and warranties and other standard provisions. ASF Group has no reason to believe that any events of default will occur such that a drawdown will not be able to be made.

8.4 Provision of consideration

On the basis of the arrangements described in this Section 8, ASFGC and ASF Group are of the opinion that they have a reasonable basis for forming the view, and they hold the view, that ASFGC will be able to pay the consideration required for the acquisition of ActivEX Shares pursuant to ASFGC’s Offer. The Offer is not subject to any financing condition.

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Bidder's Statement

9 ASFGC’s intentions in relation to ActivEX

9.1 Introduction

This Section 9 sets out ASFGC's intentions in respect of the business, assets and employees of ActivEX on the basis of facts and information concerning ActivEX which are known to ASFGC as at the date of this document.

ASFGC's intentions are based on its review of publicly available information about ActivEX. The following statements are statements of current intentions only and may vary as circumstances and experience of ActivEX's operations require.

9.2 Continuation of business and assets

Other than as set out in this Section 9 and subject to the reviews referred to in Section 9.3, it is the present intention of ASFGC based on the facts and information known to it at the date of this Bidder's Statement to procure that ActivEX will:

• generally continue its business in substantially the same manner as at the date of this Bidder's Statement;

• not make any major changes to its business or the deployment of its assets; and

• continue to employ its present employees.

9.3 Intention upon becoming able to compulsorily acquire ActivEX Shares

This Section 9.3 sets out ASFGC's intentions if it has a relevant interest in 90% or more of ActivEX Shares and so becomes entitled to proceed to compulsory acquisition of the outstanding ActivEX Shares in accordance with Part 6A.1 of the Corporations Act.

In these circumstances, ASFGC's current intentions are as follows:

Compulsory acquisition and removal from official list of the ASX

If ASFGC becomes entitled to do so under the Corporations Act, ASFGC will despatch notices seeking compulsory acquisition of all outstanding ActivEX Shares, including any ActivEX Shares which are issued after the Offer Closing Date as a result of the exercise of ActivEX Options, in accordance with the provisions of the Corporations Act and procure the removal of ActivEX Shares from the Official List of the ASX at the conclusion of the compulsory acquisition process.

Board control by ASFGC

ASFGC will seek to reconstitute the ActivEX Board with nominees of ASFGC who have appropriate skills and experience. Those nominees have not yet been identified by ASFGC. A final decision on the selection of ASFGC's nominees will be made in light of the circumstances at the relevant time.

Operations review

ASFGC's overall objective is to continue the current operations of ActivEX including exploration, potential development, mining, processing, marketing and sales.

Following the acquisition of ActivEX, ASFGC will continue to operate ActivEX in a similar manner as applied prior to the acquisition. During the course of operations, ASFGC will review all aspects of the business of ActivEX and its subsidiaries to identify:

• business opportunities and areas of revenue generation which may provide overall strategic and operational benefits;

• areas of cost saving which may provide overall strategic and operational benefits; and

• any opportunity that might occur to acquire further complementary assets that fit within ASFGC's overall strategic plan once finalised.

Employees

ASFGC intends to assist ActivEX and its management to grow the company in areas in which ActivEX operates. As such, ASFGC wishes to retain the expertise of the existing ActivEX management team.

If it became not possible to retain all current staff, affected ActivEX employees would receive redundancy payments and other benefits in accordance with their contractual and legal requirements. ASFGC is not in

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Bidder's Statement

a position at this time to determine how many ActivEX employees may be affected in this way or the full nature or timing of any such redundancies. ASFGC will not be in that position until it has conducted the operational review referred to above.

Other intentions

Subject to the above, it is the present intention of ASFGC, on the basis of the facts and information concerning ActivEX and its subsidiaries which are known to it, that ActivEX will continue to operate as a company headquartered in Australia.

9.4 Intention upon gaining control of, but less than 90% of, ActivEX

If ASFGC were to acquire a relevant interest in 50.1% or more of the ActivEX Shares but not become entitled to compulsorily acquire the outstanding ActivEX Shares, then ActivEX will become a partly owned subsidiary of ASFGC.

In these circumstances, ASFGC's current intentions are as follows:

Board control

Subject to the Corporations Act and ActivEX’s constitution, ASFGC will seek to nominate directors to the ActivEX Board reflective of its eventual shareholding. This will require a reconstruction of the current ActivEX Board.

General business integration

ASFGC, through its nominees on the ActivEX Board intends, to the extent possible, to implement the intentions referred to in Section 9.3, which are consistent with ASFGC gaining ownership control of ActivEX.

Operations review

ASFGC will propose, through its nominees on the ActivEX Board that a review of ActivEX, of the type referred to in Section 9.3 above be undertaken, with the intention of pursuing, to the extent possible, the types of strategies referred to and which might have been pursued had ASFGC acquired 100% of ActivEX.

ASX listing

Subject to the Corporations Act and the Listing Rules, ActivEX is likely to remain as a company with official quotation on the ASX as long as it meets the requirements of the Listing Rules for maintaining a listing (including a sufficient spread of shareholders).

Further acquisitions of ActivEX Shares

ASFGC may in the future acquire further ActivEX Shares as permitted by the Corporations Act. If so, ASFGC may then become entitled to exercise rights to compulsorily acquire ActivEX Shares under the Corporations Act if it is entitled to do so. If ASFGC becomes entitled to exercise rights of compulsory acquisition in the future, ASFGC would intend to exercise its rights with a view to holding all ActivEx Shares.

If ActivEX is a partly owned subsidiary, ASFGC’s ability to implement the intentions set out in this Section 9 will be subject to ASFGC and ActivEX complying with the requirements of the Listing Rules, the Corporations Act and any other applicable legislation, the legal obligations of the then ActivEX Board to act in good faith in the best interests of ActivEX and for proper purposes and the outcome of the review of ActivEX’s operations.

9.5 Intentions if ASFGC acquires less than 50.1% of ActivEX

If ASFGC acquires less than 50.1% of ActivEX Shares, it may seek to obtain increased representation on the ActivEX Board. Through this, ASFGC hopes to gain a more detailed understanding of the corporate structure, assets, businesses, personnel, financing, capital structure and operations of ActivEX.

ASFGC may in the future acquire further ActivEX Shares in accordance with the requirements of the Corporations Act.

9.6 Limitations on intentions

If at the conclusion of the Offer, ActivEX is a controlled entity but is not a wholly owned subsidiary of ASFGC there will be minority ActivEX Shareholders. In this event ASFGC expects that the directors appointed by it will act at all times in accordance with their fiduciary duties and intends that all requisite shareholder approvals and

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Bidder's Statement

other requirements of law including, the Corporations Act and ASX Listing Rules, are complied with in pursuing any of the intentions which are referred to above.

As a result of these requirements the approval of minority ActivEX Shareholders may be required for the implementation of any of the intentions outlined above. The requirement for ActivEX directors to have regard to their fiduciary duties in the context of a partly owned subsidiary and the possible requirement to seek approval of ActivEX minority shareholders may prevent a particular intention from being achieved.

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Bidder's Statement

10 Tax considerations

10.1 Introduction

The following is a general description of the Australian Capital Gains Tax ( CGT ) consequences to ActivEX Shareholders in relation to the disposal of their ActivEX Shares, through acceptance of the Offer, in return for cash consideration. General comments are also provided in relation to stamp duty and Goods and Services Tax ( GST ).

The following comments apply only to those ActivEX Shareholders who hold ActivEX Shares on capital account. The Australian income tax consequences will differ for those ActivEX Shareholders who hold the ActivEX Shares as trading stock, as part of a profit making undertaking or scheme or otherwise on revenue account (for example, share traders, banks and insurance companies). Similarly, this tax summary does not address income tax implications for all ActivEX Shareholders nor the tax implications arising from the disposal of ActivEX Shares which were acquired before 20 September 1985. Such shareholders should seek specialist tax advice tailored to those circumstances.

The outline does not take into account or anticipate changes in the law (by legislation or judicial decision) or practice (by ruling or otherwise). The outline is also not exhaustive of all income tax considerations which could apply in the circumstances of any given ActivEX Shareholder. In particular, special rules apply to certain shareholders (such as insurance companies, superannuation funds, banks, employees of ActivEX or its associated companies who acquired their ActivEX Shares in respect of their employment and those ActivEX Shareholders who hold their ActivEX Shares on revenue account, such as those ActivEX Shareholders who trade in shares or hold ActivEX Shares as trading stock) which are not covered by this outline.

All ActivEX Shareholders, and particularly those shareholders not covered by this outline as noted above, should consult their own tax advisers.

ActivEX Shareholders who are not resident in Australia for tax purposes should seek their own independent taxation advice which takes into account the tax consequences under the laws of their country of residence, as well as under Australian law, in relation to the disposal of ActivEX Shares.

The following description is based upon taxation law and practice in effect as at the date of this document. It is not intended to be, nor is it, an authoritative or complete statement of the taxation laws of Australia applicable to the particular circumstances of every ActivEX Shareholder. This summary is necessarily general in nature and therefore should not be relied upon as advice.

ActivEX Shareholders should seek independent professional advice regarding the taxation consequences of disposing of ActivEX Shares relevant to their own particular circumstances.

10.2 Australian resident ActivEX Shareholders

Acceptance of the Offer will involve the disposal by ActivEX Shareholders of their ActivEX Shares by way of transfer to ASFGC and, as such, the disposal will have Australian CGT implications.

Australian resident ActivEX Shareholders may make a capital gain or capital loss on the sale of their ActivEX Shares. A capital gain will result where the Offer Price is more than the cost base (or in some cases indexed cost base, see further below) of those ActivEX Shares. Alternatively, a capital loss will result where the Offer Price is less than the reduced cost base of those ActivEX Shares.

The cost base of an ActivEX Share is generally the cost of acquisition or deemed cost of acquisition. Certain other amounts associated with the acquisition and disposal of the ActivEX Share (such as brokerage or stamp duty) may be added to the cost base.

Capital gains and capital losses of a taxpayer in a year of income are aggregated to determine whether there is a net capital gain. Capital losses from earlier years may be applied to reduce the capital gain. Any remaining net capital gain is included in assessable income and subject to Australian income tax. However, a 'CGT Discount’ may be available to reduce the capital gain for certain ActivEX Shareholders (see Section 10.5 below).

Capital losses may not be deducted against other income for income tax purposes, but may be carried forward to be offset against future capital gains subject to the satisfaction of certain conditions.

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Bidder's Statement

10.3 CGT Indexation and CGT Discount

The availability of ‘CGT Indexation’ in calculating the amount of the capital gains included in assessable income depends on the date of acquisition (or deemed acquisition) of the ActivEX Shares. The availability of the ‘CGT Discount’ in calculating the amount of the capital gains included in assessable income depends on the period for which the ActivEX Shares disposed of under the Offer have been held and the classification of each ActivEX Shareholder (e.g. individual, superannuation fund or certain trusts).

10.4 ActivEX Shares acquired (or deemed to have been acquired) at or before 11:45am EST on 21 September 1999

Individuals, complying superannuation funds and trustees of certain trusts that have held their ActivEX Shares for at least 12 months prior to the date of acceptance of the Offer may be eligible for a ‘CGT Discount’ as described in Section 10.5 below. As an alternative, such ActivEX Shareholders may choose to calculate any resultant capital gain by making an indexation adjustment as discussed in the following paragraph.

The cost base of ActivEX Shares acquired (or deemed to have been acquired) at or before 11:45am on 21 September 1999 may be adjusted to include an indexation component. This is done by reference to the changes in the Consumer Price Index from the quarter in which the ActivEX Shares were acquired until the quarter ended 30 September 1999. No further indexation is made after the quarter ended 30 September 1999.

Where an ActivEX Shareholder is entitled to, and chooses to use indexation, the CGT Discount will not apply. Such ActivEX Shareholders should consult their own tax advisers to assist in determining whether indexation or the CGT Discount should be chosen.

Corporate ActivEX Shareholders are not eligible for the CGT Discount however the indexation adjustment in the manner described above may be available to such ActivEX Shareholders where the ActivEX Shares have been held for at least 12 months prior to the date of acceptance of the Offer.

10.5 ActivEX Shares acquired (or deemed to have been acquired) after 11:45am EST on 21 September 1999

ActivEX Shareholders who have acquired their ActivEX Shares after 11:45am on 21 September 1999 are not eligible to adjust their cost base for indexation in the manner described in Section 10.4 above. Moreover, the CGT Discount described in this Section is not available where the ActivEX Shares have not been held for 12 months as at the date of acceptance of the Offer. Special rules apply to determine if shares have been held for the requisite period. ActivEX Shareholders should seek their own advice on these matters.

Individuals, complying superannuation entities or trustees that have held ActivEX Shares for 12 months or more before accepting the Offer may be entitled to discount the amount of the capital gain (after application of capital losses) from the disposal of the ActivEX Shares by 50% in the case of individuals and trusts, and by 33.33% in the case of complying superannuation funds. The CGT Discount is not available to companies.

The CGT Discount is not relevant for the purposes of calculating a capital loss.

10.6 Non-Australian resident ActivEX Shareholders

ActivEX Shareholders who are not resident in Australia for Australian income tax purposes and who do not carry on business in Australia through a permanent establishment will generally not be subject to Australian CGT on the disposal of ActivEX Shares if they and their associates have not held a total of 10% or more of the issued ActivEX Shares at the time of disposal of the ActivEX Shares or for any continuous 12 month period within two years preceding the disposal. In any case, disposal of ActivEX Shares by a non-resident should only be subject to CGT if the assets of ActivEX principally consist of direct or indirect interests in Australian real property or the ActivEX Shares constitute an asset used by the foreign resident in carrying on a business through an Australian permanent establishment.

10.7 Stamp Duty

ASFGC will pay the stamp duty (if any) payable in Australia on the transfer of the ActivEX Shares under the Offer.

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Bidder's Statement

10.8 GST

No GST in Australia will be payable on such transfers, except that GST may be payable on any fees or charges that a Controlling Participant (in respect of ActivEX Shares in a CHESS Holding) or a Broker, bank, custodian, or other nominee (in respect of ActivEX Shares held for a separate beneficial owner) may charge in connection with acceptance of the Offer (see Section 4.11).

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Bidder's Statement

11 Other material information

11.1 Regulatory approvals

ASFGC is a 'foreign person' for the purposes of the Foreign Acquisitions and Takeovers Act 1975 (Cth). The Foreign Investment Review Board has confirmed that the ASFGC's investment in ActivEX is exempt under the Government's foreign investments policy.

Accordingly, there are no regulatory approvals that ASFGC is required to obtain before acquiring ActivEX Shares under the Offer.

11.2 Public announcements

Public announcement(s) on or after the date of this Bidder's Statement in relation to the Offer should be available on ActivEX's announcements page on the ASX website referred to earlier in this document.

11.3 Certain ActivEX Shareholders

If, at the time you accept the Offer, any authority or clearance by a government authority is required for you to receive consideration under the Offer or you are resident in or a resident of a place to which, or you are a person to whom or to whose assets the following apply:

• the Autonomous Sanctions Regulations 2011 (Cth);

• the Banking (Foreign Exchange) Regulations 1959 (Cth);

• Part 4 of the Charter of the United Nations Act 1945 (Cth);

• the Charter of the United Nations (Dealing with Assets) Regulations 2008 (Cth);

• the Charter of the United Nations (Sanctions – Al-Qaida and the Taliban) Regulations 2008 (Cth);

• the Charter of the United Nations (Sanctions – Cote d'Ivoire) Regulations 2008 (Cth);

• the Charter of the United Nations (Sanctions – Democratic People's Republic of Korea) Regulations 2008 (Cth);

• the Charter of the United Nations (Sanctions – Democratic People's Republic of the Congo) Regulations 2008 (Cth);

• the Charter of the United Nations (Sanctions –Eritrea) Regulations 2010 (Cth);

• the Charter of the United Nations (Sanctions –Iran) Regulations 2008 (Cth);

• the Charter of the United Nations (Sanctions – Iraq) Regulations 2008 (Cth);

• the Charter of the United Nations (Sanctions – Lebanon) Regulations 2008 (Cth);

• the Charter of the United Nations (Sanctions – Liberia) Regulations 2008 (Cth);

• the Charter of the United Nations (Sanctions –Libyan Arab Jamahiriya) Regulations 2011 (Cth);

• the Charter of the United Nations (Sanctions – Somalia) Regulations 2008 (Cth);

• the Charter of the United Nations (Sanctions – Sudan) Regulations 2008 (Cth); or

• any other law of Australia that would make it unlawful for ASFGC to provide consideration for your ActivEX Shares,

then you will not be entitled to receive payment under the Offer until all requisite authorities and clearances have been obtained.

11.4 Consents

This Bidder's Statement includes statements made or based on statements made by ASFGC and ASF Group. ASF Group has consented to being named in this Bidder's Statement and to the inclusion of the statements it has made in the form and context in which they are included and, as at the date of this Bidder's Statement, has not withdrawn its consent.

Thomsons Lawyers has acted as legal adviser to ASFGC in relation to the Offer. Boardroom Pty Limited has acted as share registrar in relation to the Offer. Taylor Collison Limited is acting as financial adviser and broker in relation to the Offer. Each of Thomsons Lawyers, Boardroom Pty Limited and Taylor Collison

24

Bidder's Statement

Limited has consented to being named in this Bidder’s Statement in the form and context in which it is named and has not withdrawn that consent as at the date of this Bidder’s Statement, but should not be regarded as authorising the issue of this Bidder’s Statement or any statements in it. Except for this consent, each of Thomsons Lawyers, Boardroom Pty Limited and Taylor Collison Limited:

• does not make, or purport to make, any statement in this document or any statement on which a statement in this document is based; and

• to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this document other than any reference to its name.

11.5 Statements based on publicly available information and consents

This document includes statements which are made in, or based on statements made in, documents lodged with ASIC or on the market announcements platform of the ASX. Under the Corporations Act (as modified by ASIC Class Order 01/1543), the parties making those statements are not required to consent to, and have not consented to, the inclusion of those statements in this document.

The ASX website and the ASIC website list all announcements and lodgements made by ActivEX.

If you would like to receive a copy of any of these documents please contact the Offer Information Line on the numbers provided in this document and a copy will be sent to you free of charge during the Offer Period.

11.6 Material information known to ASFGC

Except as disclosed in this document, there is no information that is known to ASFGC that is material to the making of a decision by a ActivEX Shareholder whether or not to accept the Offer which has not previously been disclosed to ActivEX Shareholders.

11.7 Social security and superannuation

Acceptance of the Offer may have implications under your superannuation or pension arrangements or on your social security entitlements. If in any doubt, ActivEX Shareholders should seek specialist advice before accepting the Offer.

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Bidder's Statement

12 Glossary

12.1 Definitions

The following definitions apply in interpreting this document, except where the context makes it clear that a definition is not intended to apply:

ActivEX means ActivEX Limited (ACN 113 452 896) of 117 Quay Street, Brisbane QLD 4000.

ActivEX Board means the board of directors of ActivEX.

ActivEX Option means an option to subscribe for ActivEX Shares.

ActivEX Rights Issue means the 3-for-5 non-renounceable entitlements offer announced by ActivEX on 1 May 2013 (as varied by subsequent announcements up to 8 May 2013).

ActivEX Share means a fully paid ordinary share in the capital of ActivEX and (where used in relation to the Offer) has the inclusions and exclusion set out to in Section 4.1.

ActivEX Shareholder means a person registered as the holder of an ActivEX Share at the relevant time.

Announcement Date means 13 May 2013.

ASF Group means ASF Group Limited (ACN 008 924 570).

ASFGC or ASF Gold and Copper Pty Ltd means ASF Gold and Copper Pty Ltd (ACN 158 308 260), an Australian company with its registered office at Suite 2, 3B Macquarie Street, Sydney NSW 2000.

ASIC means the Australian Securities and Investments Commission.

ASTC means ASX Settlement Pty Limited (ABN 49 008 504 532).

ASTC Settlement Rules means the settlement operating rules of ASTC.

ASX means ASX Limited (ACN 008 624 691) or as the context requires the exchange which it operates.

Bidder’s Statement means this document, being the statement made by ASFGC under Part 6.5 Division 2 of the Corporations Act relating to the Offer.

Broker means a person who is a share broker and a participant in CHESS.

Business Day means a day on which banks are open for business in Sydney (not being a Saturday, Sunday or public holiday in that place and any other day that the ASX declares is not a business day).

CHESS stands for the Clearing House Electronic Subregister System and has the meaning set out in the ASTC Settlement Rules.

CHESS Holding means a holding of shares on the CHESS Subregister of ActivEX.

CHESS Subregister has the meaning set out in the ASTC Settlement Rules.

Controlling Participant means in relation to ActivEX Shares in a CHESS Holding, the Participant who controls those shares for the purposes of CHESS and with whom the holder will generally have a "Sponsorship Agreement" as defined in the ASTC Settlement Rules (usually, a Broker).

Corporations Act means the Corporations Act 2001 (Cth).

Foreign Laws means a law of a jurisdiction other than an Australian jurisdiction.

Insolvency Event means any of the events set out in section 652C(2) of the Corporations Act.

Issuer Sponsored Holding has the meaning set out in the ASTC Settlement Rules.

Issuer Sponsored Subregister has the meaning set out in the ASTC Settlement Rules.

Listing Rules means the official listing rules of the ASX as varied or waived by ASX from time to time.

Offer means the offer made by ASFGC to acquire those issued ActivEX Shares it does not own, the terms of which are set out in this document and includes a reference to that offer as varied in accordance with the Corporations Act.

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Bidder's Statement

Offer Closing Date means the last date of the Offer being the date specified under the heading 'Important Dates' on page 2 unless the Offer is withdrawn, extended or varied.

Offer Date means the date of the Offer as specified in Section 4.6.

Offer Period means the period commencing on the Offer Date and ending on the Offer Closing Date. Offer Price means $0.015 per ActivEX Share.

Participant has the meaning set out in the ASTC Settlement Rules.

Prescribed Occurrence means any of the events set out in section 652C(1) of the Corporations Act.

Rights means all accretions, rights or benefits of whatever kind attaching to or arising from ActivEX Shares directly or indirectly at or after the Announcement Date (including but not limited to all rights to receive dividends and other distributions declared or paid and to receive or subscribe for shares, notes, bonds, options and other securities issued by ActivEX or any of its subsidiaries).

Taylor Collison means Taylor Collison Limited (ABN 53 008 172 450; ASFL 247083).

12.2 General interpretative provisions

In the interpretation of this document, the following provisions apply unless the context otherwise requires:

• Headings are inserted for convenience only and do not affect the interpretation of this document.

• A reference in this document to dollars, $ or cents means Australian currency, and all amounts payable under this document are payable in Australian currency.

• A reference in this document to any law, legislation or legislative provision includes any statutory modification, amendment or re-enactment, and any subordinate legislation or regulations issued under that legislation or legislative provision.

• A term used but not defined in this document has the meaning given to it in the Corporations Act or the ASTC Settlement Rules, as the case may be.

• A reference to a section, clause, part, page, schedule or attachment is a reference to a section, clause, part, page, schedule or attachment of or to this document.

• An expression importing a natural person includes any company, trust, partnership, joint venture, association, body corporate or governmental agency.

• Where a word or phrase is given a defined meaning, another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning.

• A word which denotes the singular also denotes the plural, a word which denotes the plural also denotes the singular, and a reference to any gender also denotes the other genders.

• A reference to the word 'include' or 'including' is to be construed without limitation.

• Any schedules and attachments form part of this document.

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Bidder's Statement

13 Approval of Bidder’s Statement

The copy of this document that is to be lodged with ASIC has been approved by a resolution of the ASFGC directors.

Dated 13 May 2013

Signed for and on behalf of ASF Gold and Copper Pty Ltd by Min Yang

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Bidder's Statement

14 Announcement of the Offer

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Bidder's Statement

==> picture [369 x 407] intentionally omitted <==

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Bidder's Statement

15 Corporate Directory

Registered Office of ASFGC

Suite 2, 3B Macquarie Street SYDNEY NSW 2000

Financial Adviser & Broker to the Offer

Taylor Collison Limited Level 10, 167 Macquarie Street Sydney NSW 2000

Legal Adviser

Thomsons Lawyers Level 25, 1 O'Connell Street SYDNEY NSW 2000

Share Registry

Boardroom Pty Limited Level 7, 207 Kent Street SYDNEY NSW 2000

Offer Information Line

Within Australia: 1300 307 857 Outside Australia: +61 2 8022 7902

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