Asiasec Properties Limited - Proxy Solicitation & Information Statement 2013

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

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LIPPO LIMITED LIPPO CHINA RESOURCES LIMITED 力寶有限公司力寶華潤有限公司

(Incorporated in Hong Kong with limited liability) (Incorporated in Hong Kong with limited liability) (Stock code: 226) (Stock code: 156)

OVERSEAS REGULATORY ANNOUNCEMENT

This announcement is made pursuant to Rule 13.10(B) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

The attached document has been released by Asia Now Resources Corp. (“Asia Now”) on SEDAR at www.sedar.com. Asia Now, in which Lippo China Resources Limited (“LCR”) (a subsidiary of Lippo Limited (“Lippo”)) is interested in approximately 49.9 per cent. of its issued share capital, is a company listed on TSX Venture Exchange of Canada.

Hong Kong, 4th June, 2013

As at the date of this announcement, the board composition of each of Lippo and LCR is as follows:

Lippo LCR Executive Directors: Executive Directors: Mr. Stephen Riady (Chairman) Mr. Stephen Riady (Chairman) Mr. John Luen Wai Lee (Managing Mr. John Luen Wai Lee Director and Chief Executive Officer) (Chief Executive Officer) Mr. Jark Pui Lee

Non-executive Director: Non-executive Director: Mr. Leon Nim Leung Chan Mr. Leon Nim Leung Chan Independent Non-executive Directors: Independent Non-executive Directors: Mr. Edwin Neo Mr. Edwin Neo Mr. King Fai Tsui Mr. King Fai Tsui Mr. Victor Ha Kuk Yung Mr. Victor Ha Kuk Yung

ASIA NOW RESOURCES CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 25, 2013

AND

MANAGEMENT INFORMATION CIRCULAR

Dated: May 16, 2013

ASIA NOW RESOURCES CORP.

401 Bay Street, Suite 2702, Toronto, Ontario M5H 2Y4

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF ASIA NOW RESOURCES CORP.

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “ Meeting ”) of shareholders of Asia Now Resources Corp. (the “ Company ” or “ Asia Now ”) will be held at 401 Bay Street, Suite 2702, Toronto, Ontario M5H 2Y4 on Tuesday, June 25, 2013 at 10:00 a.m. (Toronto time) for the following purposes:

to receive the Company’s audited financial statements for the financial year ended December 31, 2012 and the report of the auditors thereon;
to appoint auditors of the Company for the ensuing year and to authorize the directors to fix the auditors’ remuneration;
to elect directors of the Company for the ensuing year;
to consider and, if deemed advisable, pass an ordinary resolution substantially in the form set out in the accompanying management information circular, confirming an amendment to the Company’s General By-Law No. 2 to incorporate advance notice requirements for the nomination of directors; and
to transact such other business as may properly come before the Meeting or any adjournment thereof.

The specific details of the matters to be put before the Meeting as identified above are set forth in a management information circular of the Company (the “Circular”). The Circular, a form of proxy, a return envelope and the audited financial statements of the Company and Management’s Discussion and Analysis for the financial year ended December 31, 2012 accompany this notice.

Shareholders who are unable to attend the Meeting in person are requested to complete, sign, date and return to Equity Financial Trust Company, the transfer agent and registrar of the Company, the enclosed form of proxy. To be effective, a proxy must be received for verification by 10:00 a.m. (Toronto time) on June 21, 2013, or in the case of any adjournment of the Meeting, not less than 48 hours prior to the time of such meeting. The Chairman of the Meeting may refuse to recognize any instrument of proxy received after such time.

The board of directors of the Company have fixed the close of business on May 16, 2012 as the record date for the determination of the shareholders of the Company entitled to receive notice of the Meeting. Unless specified otherwise, all information contained herein is as of May 16, 2013.

DATED at Toronto, Ontario as of the 16[th] day of May, 2013.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Harold Roy Shipes” Name: Harold Roy Shipes Title: President and Chief Executive Officer

ASIA NOW RESOURCES CORP.

401 Bay Street, Suite 2702, Toronto, Ontario M5H 2Y4

MANAGEMENT INFORMATION CIRCULAR containing information as at May 16, 2013 for the Annual and Special Meeting of Shareholders to be held on Thursday, June 25, 2013

GENERAL PROXY INFORMATION ....................................................................................................................... 3 Solicitation of proxies ................................................................................................................................... 3 Appointment, Revocation and Deposit of Proxies ........................................................................................ 3 Manner of Voting by Proxies ........................................................................................................................ 3 Advice to Beneficial Holders of Common Shares ......................................................................................... 3 Voting Shares and Principal Holders Thereof ............................................................................................... 4 Principal Shareholders ................................................................................................................................... 5 Quorum ......................................................................................................................................................... 5 Interest of Certain Persons or Companies in Matters to be Acted Upon ....................................................... 5 PARTICULARS OF MATTERS TO BE ACTED UPON .......................................................................................... 5 1. Presentation of Audited Financial Statements ........................................................................................... 5 2. Appointment of Auditors ........................................................................................................................... 5 3. Election of Directors ................................................................................................................................. 6 4. Confirmation of By-Law Amendments ................................................................................................... 10 5. Other Business ......................................................................................................................................... 11 EXECUTIVE COMPENSATION ............................................................................................................................. 11 Compensation Discussion and Analysis ...................................................................................................... 11 Compensation Committee ........................................................................................................................... 12 Summary Compensation Table ................................................................................................................... 13 Incentive Plan Awards................................................................................................................................. 14 Pension Plan Benefits .................................................................................................................................. 15 Compensation of Directors .......................................................................................................................... 16 Outstanding Option-Based Awards ............................................................................................................. 16 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ......................... 17 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS .................................................................... 17 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ........................................................ 17 COMMITTEES OF THE DIRECTORS ................................................................................................................... 18 Audit Committee ......................................................................................................................................... 18 Compensation Committee ........................................................................................................................... 19 STATEMENT OF CORPORATE GOVERNANCE ................................................................................................ 19 Board of Directors ....................................................................................................................................... 19 Directorships ............................................................................................................................................... 20 Orientation and Continuing Education ........................................................................................................ 20 Ethical Business Conduct ............................................................................................................................ 20 Nomination of Directors .............................................................................................................................. 20 Compensation .............................................................................................................................................. 21 Assessments ................................................................................................................................................ 21 AUDITORS, REGISTRAR AND TRANSFER AGENT .......................................................................................... 21

ADDITIONAL INFORMATION ............................................................................................................................. 21 GENERAL ................................................................................................................................................................ 21 DIRECTORS’ APPROVAL ...................................................................................................................................... 21 SCHEDULE A - AUDIT COMMITTEE CHARTER SCHEDULE B - ADVANCE NOTICE BY-LAW

Asia Now Resources Corp. Management Information Circular

FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF ASIA NOW RESOURCES CORP. (THE “ COMPANY ” OR “ ASIA NOW ”) TO BE HELD AT 10:00 A.M. (TORONTO TIME) ON TUESDAY, JUNE 25, 2013 AT 401 BAY STREET, SUITE 2702, TORONTO, ONTARIO M5H 2Y4.

GENERAL PROXY INFORMATION

Solicitation of proxies

This Management Information Circular (the “ Circular ”) is furnished in connection with the solicitation by and on behalf of the management of the Company of proxies to be used at the annual and special meeting of shareholders of the Company (“ Shareholders ”) or any adjournment thereof (the “ Meeting ”) to be held at the time and place and for all purposes set out in the accompanying notice of meeting (the “ Notice of Meeting ”). Solicitation will be made primarily by mail, but may be supplemented by solicitation personally by directors, officers and employees of the Company without special compensation. The cost of solicitation by management will be borne by the Company.

The board of directors of the Company have fixed the close of business on May 16, 2013 as the record date for the determination of the Shareholders entitled to receive the Notice of Meeting.

Appointment, Revocation and Deposit of Proxies

The persons named in the enclosed form of proxy are officers and directors of the Company.

A Shareholder desiring to appoint some other person to attend and act for him or her and on his or her behalf at the Meeting may do so by filling in the name of such person, who need not be a Shareholder, in the blank space provided in the proxy or by completing another proper form of proxy and in either case, depositing the completed form of proxy with the Company’s transfer agent and registrar, Equity Financial Trust Company, Attention: Proxy Department, 200 University Avenue, Suite 400, Toronto, Ontario M5H 4H1. To be effective, a proxy must be received for verification by 10:00 a.m. (Toronto time) on June 21, 2013, or in the case of any adjournment of the Meeting, not less than 48 hours prior to the time of such meeting. The Chairman of the Meeting may refuse to recognize any instrument of proxy received after such time. A proxy should be executed by the Shareholder or his attorney duly authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer or attorney thereof.

A Shareholder who has given a proxy may revoke it by an instrument in writing executed by the Shareholder or his or her attorney duly authorized in writing and deposited either at the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting or any adjournment thereof at which the proxy is to be used, or with the Chairman of the Meeting on the day of the Meeting or any adjournment thereof or in any other manner permitted by law.

Manner of Voting by Proxies

Where a choice is specified, the persons named in the enclosed form of proxy will vote the Common Shares (as defined below) in respect of which they are appointed in accordance with the direction of the Shareholder appointing them. In the absence of such direction, it is intended that such shares will be voted in favour of each of the matters identified in the Notice of Meeting and described in this Circular. The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the accompanying Notice of Meeting and with respect to other matters which may properly come before the Meeting. As of the date hereof, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

Advice to Beneficial Holders of Common Shares

The information set forth in this section is of significant importance to many holders of Common Shares, as a substantial number of shareholders do not hold Common Shares in their own name. Shareholders who do not hold their Common Shares in their own name (referred to herein as “ Beneficial Shareholders ”) should note that

Asia Now Resources Corp. Management Information Circular

only proxies deposited by shareholders whose names appear on the records of the Company as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a shareholder by a broker, then, in almost all cases, those Common Shares will not be registered in the shareholder’s name on the records of the Company. Such shares will more likely be registered under the name of the shareholder’s broker or an agent of that broker. More particularly, a person is a Beneficial Shareholder in respect of Common Shares which are held on behalf of that person but which are registered either: (a) in the name of an intermediary that the Beneficial Shareholder deals with in respect of the Common Shares (intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc. (“ CDS ”)), of which the intermediary is a participant. In Canada, the vast majority of such shares are registered under the name of CDS, which acts as nominee for many Canadian brokerage firms. Common Shares held by brokers or their nominees can only be voted upon the instructions of the Beneficial Shareholder. Without specific voting instructions, brokers and their nominees are prohibited from voting Common Shares held for Beneficial Shareholders. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person or that the Common Shares are duly registered in their name.

Applicable Canadian securities regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting.

In Canada, the majority of brokers now delegate responsibility for obtaining voting instructions from Beneficial Shareholders to Broadridge Investor Communication Solutions (“ Broadridge ”). Broadridge typically supplies a voting instruction form and asks Beneficial Shareholders to return the completed forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder receiving such a form from Broadridge cannot use that form to vote Common Shares directly at the Meeting. The form must be returned to Broadridge well in advance of the Meeting in order to have the Common Shares voted.

All references in to Shareholders in this Circular and accompanying form of proxy and Notice of Meeting are to registered Shareholders unless specifically stated otherwise.

Voting Shares and Principal Holders Thereof

The authorized capital of the Company consists of an unlimited number of common shares (the “ Common Shares ”) of which, on the date of this Circular, 111,010,798 Common Shares were issued and outstanding.

The holders of Common Shares are entitled to receive notice of and to attend any meeting of Shareholders and are entitled to one vote for each Common Share held. The holders of the Common Shares are entitled to (a) receive any dividends as and when declared by the board of directors (the “ Board ”) out of the assets of the Company properly applicable to the payment of dividends, in such amount and in such form as the Board may from time to time determine, and (b) receive the remaining property of the Company in the event of any liquidation, dissolution or winding-up of the Company.

Each Shareholder is entitled to one vote for each Common Share shown as registered in his or her name on the list of Shareholders. The list of Shareholders will be prepared as of May 16, 2013, the record date fixed for determining shareholders entitled to receive notice of the Meeting and to vote at the Meeting and any adjournments thereof.

Asia Now Resources Corp. Management Information Circular

Principal Shareholders

To the knowledge of the directors and senior officers of the Company, as of the date hereof, the only Shareholder that beneficially owns, controls or directs, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company is detailed below:

		Percentage of issued and outstanding
Shareholder	No. Common Shares
China Gold Pte. Ltd.(“China Gold”)	55,429,908	49.9%

Quorum

A quorum for the transaction of business at the Meeting shall be two persons present in person, each being a Shareholder entitled to vote at the Meeting or a duly appointed proxyholder or representative for a Shareholder so entitled, irrespective of the number of Common Shares held by such persons.

Interest of Certain Persons or Companies in Matters to be Acted Upon

None of the directors or senior officers of the Company, no management nominee for election as a director of the Company, none of the persons who have been directors or senior officers of the Company since the commencement of the Company’s last completed financial year and no associate or affiliate of any of the foregoing has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of directors as otherwise disclosed under the heading “Particulars of Matters to be Acted Upon”.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Board, the only matters to be brought before the Meeting are those matters set forth in the accompanying Notice of Meeting.

All amounts are in Canadian dollars unless otherwise specified.

1. Presentation of Audited Financial Statements

The audited financial statement of the Company for the year ended December 31, 2012 (the “ Financial Statements ”), together with the auditors’ report thereon will be presented to the Shareholders at the Meeting. No vote will be taken on the Financial Statements and receipt of the Financial Statements will not constitute approval or disapproval of any matters referred to therein. The Financial Statements, together with the auditors’ report thereon, are being mailed to the Shareholders of record with this Circular. These documents are also available under the Company’s profile on SEDAR (www.sedar.com).

2. Appointment of Auditors

The auditors of the Company are Stern & Lovrics LLP, Chartered Accountants, who were first appointed as auditors of the Company on May 1, 2006. An affirmative vote is sufficient for the appointment of auditors. Please refer to the section entitled “Committees of the Directors - Audit Committee - External Auditor” in the Circular for the information on the external auditor service fees.

Unless the shareholder has specified in the enclosed form of proxy that the shares represented by that proxy are to be withheld from voting in the appointment of auditors, the persons named in the enclosed form of proxy intend to vote FOR the appointment of Stern & Lovrics LLP, Chartered Accountants, as auditors of the Company to hold office until the next annual meeting of shareholders, and to authorize the directors to fix the remuneration of the auditors.

Asia Now Resources Corp. Management Information Circular

3. Election of Directors

The articles of the Company provide for a minimum of three (3) and a maximum of ten (10) directors. The size of the Board has been fixed at eight (8) directors to be elected at the Meeting.

Management does not contemplate that any nominee will be unwilling or unable to serve as directors but, should that occur for any reason prior to the Meeting, it is intended that the persons named in the enclosed form of proxy shall reserve the right to vote for another nominee in his or her discretion. Each of the following persons is nominated to hold office as a director until the next meeting of shareholders or until his successor is duly elected, unless his office is earlier vacated in accordance with the by-laws of the Company.

All of the nominees were elected at the last annual and special meeting of shareholders of the Company held on June 21, 2012, other than Mr. Marshall Cooper and Dr. Wenjin Yang, each of whom are nominees of China Gold (see “Nomination Rights” below).

Nomination Rights

Pursuant to the terms of the subscription agreements entered into between the Company and each of China Gold and Prime Orient Investments Limited (“ Prime Orient ”) on September 7, 2010 and as amended on September 29, 2010, Prime Orient has the right to nominate one (1) director and China Gold has the right to nominate half of the number of directors for election to the Board. The size of the Board has been fixed at eight (8), and accordingly, China Gold has the right to nominate four (4) directors for election to the Board. The representative nominees from each of China Gold and Prime Orient are identified in the notes to the table below.

Shareholder Nominees

Pursuant to Section 10.20 of the Company’s General By-Law No. 2 as amended and restated on April 5, 2013, nominations by shareholders for the election of directors at the Meeting (other than nominations by shareholders pursuant to a shareholder proposal or a requisitioned meeting), are to be received by the Company on or before May 26, 2013.

The following information has been furnished by the respective proposed directors of the Company:

				No. of Common Shares Beneficially Held(9)
Name and Present Office Held	Principal Occupation (for past 5 years)	Committee Membership
			Director Since
DIRECTORS NOMINATED FOR ELECTION
Harold Roy Shipes(1) President, Chief Executive Officer and Director USA	Chairman, President and Chief Executive Officer of Atlas Precious Metals Inc. President and Chief Executive Officer of International Silver Inc. Chairman and Director of Continental Mining and Smelting Ltd.	None	May 14/12	Nil
James Maitland Macintosh(2) Director Ontario, Canada	President and CEO, Continental Mining and Smelting Limited; President and Chief Operating Officer, Innovium Media Properties Corp.	Current: Audit Proposed: Audit & Compensation	June 21/12	Nil

Asia Now Resources Corp. Management Information Circular

				No. of Common Shares Beneficially Held(9)
Name and Present Office Held	Principal Occupation (for past 5 years)	Committee Membership
			Director Since
DIRECTORS NOMINATED FOR ELECTION
Bruce Reid(3) Director Ontario, Canada	President and Chief Executive Officer of Carlisle Goldfields Limited President and Chief Executive Officer of U.S. Silver Corporation	Current: Compensation Proposed: Audit	June 21/12	Nil
Ng Tai Chiu (also known as David Ng)(4) Director Hong Kong	Director of Lippo Asia Limited	Current: Compensation Proposed: Audit	Nov. 12/10	Nil
Lukman Wijaya (also known as Stephen Lo)(5) Director Indonesia	Chief Executive Officer of Eastern Tech Co., Ltd Chief Executive Officer of PT Pantherina Luban	Current: Compensation Proposed: None	June 21/12	Nil
Alex Tjokrorahardjo(6) Director Indonesia	President Director of PT Alfa Resources International	Current: Audit Proposed: Compensation	Nov. 12/10	Nil
Marshall Cooper(7) Deputy Chief Executive Officer and Proposed Director Indonesia	Director of Lippo Energy Pte. since March 2012; prior thereto in senior commercial roles for international mining group CRA (Rio Tinto)	Current: N/A Proposed: None	N/A	Nil
Dr. Wenjin Yang(8) Proposed Director Quebec, Canada	Chief Financial Officer and Director of Yunnan Dong Xin Mineral Exploration Company Limited and Yunnan Now Mineral Exploration Company Limited, being Asia Now’s two joint venture companies in China; Audit Director, Lippo Group since 2008; Executive Vice President of Putian University (Fujian, China) from 2003 to 2008	Current: N/A Proposed: Compensation	N/A	Nil

Notes:

(1) Mr. Shipes is currently Founder, President and Chief Executive Officer of International Silver Inc. and Western Gold Resources, Inc., and Founder, Chairman and Chief Executive Officer of Western States Engineering, Inc. He is also Chairman, President and Chief Executive Officer of Atlas Precious Metals Inc.

(2) Mr. Macintosh is currently President and Chief Executive Officer of Continental Mining and Smelting Limited. He also serves on the Board of Directors and chairs the Audit Committees of Carlisle Goldfields Limited and GTA Resources and Mining Inc., and is also a Director of Cordillera Gold Limited.
(3) Mr. Reid is currently President, Chief Executive Officer and Director of Carlisle Goldfields Limited and was the President and Chief Executive Officer of U.S. Silver Corporation from June 2005 to November 2008.
(4) Mr. Ng (also known as David Ng) is a director of Lippo Asia Limited and is a nominee of China Gold, Asia Now’s largest shareholder (see “ Principal Shareholders ”).
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Asia Now Resources Corp. Management Information Circular

(5) Mr. Wijaya (also known as Stephen Lo) was Chief Executive Officer of Eastern Tech Co., Ltd from March 2001 to December 2008 and also Chief Executive Officer of PT Pantherina Luban from January 2009 to January 2012 and is a nominee of China Gold, Asia Now’s largest shareholder (see “ Principal Shareholders ”).
(6) Mr. Tjokrorahardjo was President Director of PT. Sejahtera Abadi Jaya from August 2006 to December 2008. Prior to August 2006, Mr. Tjokrorahardjo was the General Manager of PT. Citra Cakra Rahardja. Mr. Tjokrorahardjo is a nominee of Prime Orient.
(7) Mr. Cooper was appointed Deputy Chief Executive Officer of Company in April 2013. He is currently a Director of Lippo Energy Pte Limited which is involved in developing a global minerals and mining portfolio within the Lippo Group, currently focusing on copper, iron ore, coal and gold. Mr. Cooper has over twenty-five years of experience operating in Asia and Australia. Prior to joining the Lippo Group, he worked for the international mining group CRA (now Rio Tinto) holding senior commercial roles in bauxite and precious metal operations in Australia and Indonesia. Mr. Cooper is a nominee of China Gold, Asia Now’s largest shareholder (see “ Principal Shareholders ”).
(8) Dr. WenjinYang is Chief Financial Officer and Director of Yunnan Dong Xin Mineral Exploration Company Limited and Yunnan Now Mineral Exploration Company Limited, being Asia Now’s two joint venture companies in China, since March 2011. He also has responsibility for setting up the budget control system and management information system for a number of Lippo Group’s subsidiaries in China from September 2008 to present. He was previously an Executive Vice President of Putian University, China, supporting the establishment of a number of disciplines including engineering school, management school and medical school from 2003 to 2008. As a Senior Professor, Dr. Wenjin Yang also delivered various courses including “Budget Controls on Management of Medium-Small Businesses” and “Mineral Resource and Environmental Geochemistry”. Dr. Wenjin Yang received a Ph.D. in mineral resources from University of Quebec, Canada and was a research fellow there. He received his Bachelor Degree in geochemistry at Beijing University and Master Degree in mineral resources at the Chinese Academy of Sciences, both located in the People’s Republic of China. Dr. Wenjin Yang is a nominee of China Gold, Asia Now’s largest shareholder (see “ Principal Shareholders ”).
(9) The information as to the number of voting securities of the Company beneficially owned, or over which control or direction is exercised, directly or indirectly, by each proposed director, but which are not registered in the name of such director and not being within the knowledge of the Company, has been furnished by the respective proposed director.

Except as set out below, no proposed director:

(a) is, as at the date of this circular, or has been, within the preceding 10 years, a director, chief executive officer or chief financial officer of any company (including the Company) that:
(i) was the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days that was issued (an “ Order ”), while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer, or
(ii) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;
(b) is, as at the date of this circular, or has been, within the preceding 10 years, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement, or compromise with creditors or had a receiver, receiver-manager or trustee appointed to hold its assets;
(c) has, within the preceding 10 years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver-manager or trustee appointed to hold the assets of that proposed director; and
(d) has been subject to:
(i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or
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Asia Now Resources Corp. Management Information Circular

(ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

David Ng. Between October 1993 and June 2005 Mr. Ng was an independent non-executive director of Moulin Global Eyecare Holdings Limited (“ Moulin ”). He was not responsible for the day-to-day operation of Moulin. Mr. Ng resigned from the board of directors of Moulin in June 2005. Moulin was suspended from trading on The Stock Exchange of Hong Kong Limited in April 2005 and was delisted in July 2007. Moulin is currently in liquidation.

James Maitland Macintosh. Mr. Macintosh was an officer and director of Atlantis Systems Corp. (“ Atlantis ”), which in 2003, completed an extensive restructuring. As a result of the restructuring process and the shareholder approval required to complete that process, financial statements for the year ended December 31, 2003 were late being filed. On May 25, 2004, the Ontario Securities Commission (“ OSC ”) issued a cease trade order against all officers, directors and other insiders of Atlantis related to the late filing of the 2003 year-end financial statements. On July 6, 2004, Atlantis filed its 2003 year-end financial statements and on July 15, 2004 the corporation also filed its first quarter interim financial statements. On July 20, 2004, the OSC revoked its cease trade order against the officers, directors and other insiders of Atlantis.

Mr. Macintosh is an officer and director of Innovium Media Properties Corp. (“ Innovium ”). Innovium did not file its financial statements for the year ended December 31, 2010 on time. On May 5 and May 10, 2011 the British Columbia Securities Commission (“ BCSC ”) issued cease trade orders against all officers, directors, insiders and control persons of Innovium as a result of the late filing of its 2010 annual financial statements. The Autorité des Marché Financiers (“ AMF ”) issued a similar cease trade order against Innovium on May 20, 2011. As of the date of this Circular, the aforementioned cease trade orders remain in effect. In August 2010, Innovium was selected by the AMF as part of its continuous disclosure review. Notwithstanding the fact that Innovium’s auditors have supported Innovium’s disclosures, the AMF has not agreed to release Innovium’s filings without modifications; modifications that Innovium’s Board and Management believe are unreasonable. Innovium’s auditors have completed the corporation’s 2010 year-end audit and Innovium is prepared to file its 2010 annual financial statements once approval to do so has been received by the AMF.

Mr. Macintosh is a director of Acadian Energy Inc. (“ Acadian ”). Acadian was late filing annual financial statements for the year ended December 31, 2010 and interim financial statements for the first quarter ended March 31, 2011. On August 5, 2011, the BCSC issued a cease trade order against Acadian as a result of the late filing of the aforementioned annual and interim financial statements. The OSC issued a similar cease trade order on August 16, 2011. The delay in filing resulted from the qualifying transaction that Acadian undertook between the previous public company York Ridge Lifetech Inc. (“ York Ridge ”) and Acadian Energy Holdings Inc. (“ Acadian Holdings ”) on March 16, 2011. At that time, Acadian had filed documents intending to use York Ridge’s year end of August 31, 2011, but the company was subsequently informed by the regulators that since the qualifying transaction was considered a reverse takeover, the December 31, 2010 year end of Acadian Holdings had to be used. Acadian subsequently filed the aforementioned annual and interim financial statements on November 8, 2011, and the cease trade orders noted above were subsequently revoked. A temporary cease trade order was issued by the Ontario Securities Commission on May 3, 2012 against Acadian Holdings for failing to file audited annual financial statements and the management discussion and analysis for the year ended December 31, 2011. The OSC revoked its cease trade order on May 14, 2012.

Unless the shareholder has specified in the enclosed form of proxy that the Common Shares represented by that proxy are to be withheld from voting in the election of directors, the persons named in the enclosed form of proxy intend to vote FOR the election of the nominees whose names are set out above.

Asia Now Resources Corp. Management Information Circular

4. Confirmation of By-Law Amendments

Background

On April 5, 2013, the Board approved an amendment and restatement of the Company’s General By-Law No. 2 to adopt provisions requiring advance notice of director nominees from shareholders (the “ By-Law Amendment ”). The purpose of the By-Law Amendment is to ensure an orderly nomination process is observed, whereby shareholders are provided with a clear process to follow if they intend to nominate directors.

Among other things, the By-Law Amendment fixes a deadline by which shareholders must provide notice in writing to the Company of an intention to nominate directors for election to the board prior to any meeting of shareholders at which directors are to be elected and to set forth the information that the shareholder must include in the notice for it to be valid. The notice must include all information that would be required to be disclosed, under applicable corporate and securities laws, in a dissident proxy circular in connection with the solicitations of proxies for the election of directors relating to the shareholder making the nominations (as if that shareholder were a dissident soliciting proxies) and each person that the shareholder proposes to nominate for election as a director. In addition, the notice must provide information as to the shareholdings of the shareholder making the nominations, confirmation that the proposed nominees meet the qualifications of directors and residency requirements imposed by corporate law, and confirmation as to whether each proposed nominee is independent for the purposes of National Instrument 52-110. This information will be used by the Board to evaluate any proposed nominees’ qualifications and suitability as directors of the Company. The deadline by which the notice must be delivered to the Company is set out in the table below.

Meeting Type	Nomination Deadline
Annual meeting of shareholders	Either (a) no more than 10 days after the date of the first public filing or announcement of the date of the meeting, if the meeting is called for a date that is fewer than 50 days after the date of that public filing or announcement or (b) no fewer than 30 days and no more than 65 days prior to the date of the meeting.
Special meeting of shareholders (which is not also an annual meeting)	No more than 15 days after the date of the first public filing or announcement of the date of the meeting.

The By-Law Amendment does not affect nominations made pursuant to shareholder proposals or the requisition of a meeting of shareholders, in each case made in accordance with the provisions of the Business Corporations Act (Ontario). The full text of the By-Law Amendment is attached hereto as Schedule “B” of the Circular and is available on SEDAR at www.sedar.com.

If the By-Law Amendment is approved by shareholders at the Meeting, it will continue to be effective and in full force and effect at, and following, the Meeting. If the By-Law Amendment is not approved by shareholders at the Meeting, it will terminate and be of no further force or effect at, and following, the Meeting.

Proposed Resolution and Board’s Recommendation

At the Meeting, shareholders will be asked to consider and, if deemed advisable, to pass the following ordinary resolution approving the By-Law Amendment (the “ By-Law Amendment Resolution ”):

“ BE IT RESOLVED THAT the amendment of General By-Law No. 2 of the Company, as set out in the management information circular of the Company dated May 16, 2013 is hereby confirmed without amendment; the directors of the Company are authorized to amend and restate General By-Law No. 2 to incorporate the confirmed amendment; and any director or officer of the Company is authorized and directed to execute and deliver all documents and to do all other things as in that person’s opinion may be necessary or desirable for the purpose of giving effect to this resolution.”

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The Board has approved the By-Law Amendment and recommends to shareholders of the Company that they vote FOR the By-Law Amendment Resolution. To be effective, the By-Law Amendment Resolution, substantially in the form as set out above, must be approved by at least a majority of the votes cast at the Meeting.

Unless the shareholder has specified in the enclosed form of proxy that the common shares represented by that proxy are to be voted against the By-Law Amendment Resolution, the persons named in the enclosed form of proxy intend to vote FOR the By-Law Amendment Resolution.

5. Other Business

Management knows of no other matters to come before the Meeting other than the matters referred to in the notice of Meeting. HOWEVER, IF ANY OTHER MATTERS WHICH ARE NOT NOW KNOWN TO MANAGEMENT SHOULD PROPERLY COME BEFORE THE MEETING, THE PROXY WILL BE VOTED ON SUCH MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PERSON OR PERSONS VOTING THE PROXY.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Named Executive Officers

Securities legislation requires the disclosure of compensation received by each “Named Executive Officer” of the Company for the three most recently completed financial years. “Named Executive Officer” is defined by the legislation to mean (i) each of the Chief Executive Officer and the Chief Financial Officer of the Company, despite the amount of compensation of that individual, (ii) each of the Company’s three (3) most highly compensated executive officers, other than the Chief Executive Officer and the Chief Financial Officer, who were serving as executive officers at the end of the most recently completed financial year and whose total compensation exceeds $150,000, and (iii) any additional individual for whom disclosure would have been provided under (ii) but for the fact that the individual was not serving as an executive officer of the Company at the end of the most recently completed financial year end of the Company.

During the Company’s most recently completed financial year, the Company had three (3) Named Executive Officers: Dr. Kaihui Yang, Mr. Shipes and Mr. Chabot. On April 27, 2012, Dr. Kaihui Yang ceased acting as President and the Company appointed Harold Roy Shipes as President and Chief Executive Officer. The compensation of the Company’s Named Executive Officers is determined in accordance with the management contracts in place for such Named Executive Officers, which are reviewed and approved by the Compensation Committee and described below.

Management Contracts

Harold Roy Shipes, President and Chief Executive Officer

On April 27, 2012, the Company appointed Harold Roy Shipes as President and Chief Executive Officer. Mr. Shipes provided management services to the Company for the financial year ended December 31, 2012 pursuant to the terms of a consulting agreement dated July 11, 2012 between the Company and Western States Engineering Inc. (“Western States”). Mr. Shipes is the President and CEO as well as a minority shareholder of International Silver, Inc., a public company that owns 100% of Western States. Mr. Shipes is also the President of Western States. The agreement commenced on August 1, 2012 and terminates on July 31, 2013. Commencing on August 1, 2013 and on each anniversary date thereafter, the term of the agreement will be automatically extended by one additional year unless at least 90 days prior to any such anniversary, either party gives notice to the other that it does not wish to further extend the agreement. Three months prior written notice is required if either party desires to terminate the

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agreement. The agreement does not contain any change of control provisions. The duties of Mr. Shipes include (i) those duties and responsibilities necessary or incidental to perform the functions of President & CEO; (ii) providing his expertise for the provision of related management, advisory, technical and consulting services to the Company; (iii) such other duties and responsibilities communicated by the Board. On August 9, 2012, the Board approved a recommendation made by the Compensation Committee to set Mr. Shipes’ compensation under the consulting agreement at US$11,667 per month (US$140,000 annually).

Gaetan Chabot, Chief Financial Officer

Mr. Chabot performs his duties as the Chief Financial Officer of the Company under a letter agreement between GDC Management Services and the Company dated September 21, 2006. At least three months prior written notice is required if either party desires to terminate the agreement. The agreement does not contain any change of control provisions. On January 18, 2011, the Board approved a recommendation from the Compensation Committee to set Mr. Chabot’s compensation at $6,000 per month ($72,000 annually) plus HST, effective January 1, 2011.

To earn the compensation allotted to Mr. Chabot’s company, GDC Management Services, the agreement provides that Mr. Chabot:

oversee the day-to-day accounting of the Company and the preparation of interim and annual financials;
ensure that transactional records and other financial information is forwarded and made available;
review the financial statements provided by the Company’s bookkeepers, including notes thereto for accuracy and completeness;
oversee the auditors, facilitating the conduct of their audit work and their preparation of corporate income tax returns;
obtain and review contracts, legal agreements and Company reports and ensure that relevant information is properly reflected in the financial statements and notes thereto;
attend and participate at meetings of the Board, Audit Committee, other committee and management meetings as required; and
prepare the quarterly and annual management discussion and analysis reports and make these available to the Audit Committee in a timely and comprehensive fashion.

Dr. Kaihui Yang

Effective April 27, 2012, Dr. Kaihui Yang ceased to be President of the Company. Effective April 30, 2012, a consulting agreement dated January 17, 2007 between the Company and 1635298 Ontario Limited, a corporation controlled by Dr. Kaihui Yang, ceased to be in force. Effective June 1, 2012, the Company and 1635298 Ontario Limited entered into a new consulting agreement to which 1635298 Ontario Limited receives a fee of $16,000 plus HST per month for a term of twelve (12) months. The term of such agreement ends on May 31, 2013 and is not subject to renewal. See “Narrative Discussion – Termination and Change of Control Benefits”.

Compensation Committee

As of the Company’s most recent fiscal year end, the Compensation Committee was comprised of three (3) directors, with Mr. Ng as Chairman of the Compensation Committee and Messrs. Reid and Wijaya as members. Assuming the election at the Meeting of the eight directors as nominated herein, it is anticipated that the three member Compensation Committee will be reconstituted to consist of Mr. Tjokrorahardjo as Chairman and Mr. Macintosh and Dr. Wenjin Yang as members.

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The Compensation Committee evaluates the performance of the officers and key management of the Company and establishes executive and senior officer compensation, determines the general compensation structure, policies and programs of the Company, including the extent and level of participation in incentive programs in conjunction with the Board. The Compensation Committee also reviews the adequacy and form of the compensation of directors and ensures that such compensation realistically reflects the responsibilities and risk involved in being an effective director. The Compensation Committee meets at least annually.

Compensation of the senior officers of the Company is set to reward performance and to be competitive with the compensation arrangements of other Canadian resource companies of similar size and scope of operations. The Board considers a variety of factors when determining both compensation policies and programs and individual compensation levels. These factors include the long-term interests of the Company and its Shareholders, overall financial and operating performance of the Company and the assessment of each officer’s individual performance, contribution towards meeting corporate objectives, responsibilities, length of service and levels of compensation provided by industry competitors. The parameters to measure an officer’s performance are set out in individual performance or management contracts as detailed above.

Compensation for executive officers is composed primarily of two components; namely, base salary and participation in the Company’s stock option plan. A Named Executive Officer’s base salary is intended to remunerate the Named Executive Officer for discharging job responsibilities and reflects the executive’s performance over time. Individual salary adjustments take into account performance contributions in connection with their specific duties. The base salaries for the Named Executive Officers are set out in the Summary Compensation Table below. The base salary of each executive officer is determined by the directors based on an assessment by the Compensation Committee of his sustained performance and consideration of competitive compensation levels for the markets in which the Company operates. In making its recommendations to the Board, the Compensation Committee also considers the particular skills and experience of the individual.

Option-Based Awards

The Board, upon recommendation from the Compensation Committee and subject to approval by regulatory authorities, may, from time to time, grant stock options to officers under the Company’s stock option plan in effect from time to time. Grants of stock options are intended to emphasize the executive officers’ commitment to the growth of the Company. The Company relies on stock options in terms of the total compensation of its executive officers in keeping with overall compensation trends in the Canadian industry and in order to conserve the Company’s cash. Previous grants of options are not taken into account when considering new grants.

Summary Compensation Table

The following table sets forth all annual and long term compensation for services in all capacities to the Company and its subsidiaries for the three (3) most recently completed financial years in respect of each Named Executive Officers and former Named Executive Officer as at December 31, 2012.

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					Non-Equity Incentive Plan Compensation	Non-Equity Incentive Plan Compensation

						Long- Term Incentive Plans ($)	All Other Compen- sation ($)
			Share Based Awards ($)	Option Based Awards ($)	Annual Incentive Plans ($)			Total Compen- sation ($)
Name and Principal Position		Salary ($)
	Year
Harold Roy Shipes President, CEO and Director	2012	129,370(1)	Nil	Nil	Nil	Nil	Nil	129,370
Dr. Kaihui Yang Former President and Director	2012 2011 2010	183,966(2) 210,700(3) 198,710(3)	Nil Nil Nil	Nil 80,800(4) Nil	Nil Nil Nil	Nil Nil Nil	192,000(5) Nil Nil	375,966 291,500 198,710
Gaetan Chabot Chief FinancialOfficer	2012 2011 2010	80,000 82,000 54,000	Nil Nil Nil	Nil 22,450(6) Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	80,000 104,450 54,000

Notes:

(1) Includes signing bonus of $25,000 and regular monthly fees of US$11,667 per month.
(2) Includes $64,000 remuneration as President, $7,966 remuneration from the joint venture companies in China while acting as their general manager. See “Narrative Discussion – Termination and Change of Control Benefits”.
(3) Includes the following amounts received from joint venture companies in China while acting as their general manager: 2011 - $18,700; 2010 - $18,710.
(4) Granted 400,000 stock options on February 17, 2011 exercisable at $0.30 per Common Share expiring on February 17, 2016. The fair value of these options was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: dividend yield, 0%, risk-free interest rate, 2.51%, volatility, 118.4% and an expected life of five (5) years.
(5) Lump sum payment in connection with settlement on consulting agreement which ceased to be in force effective April 30, 2012. See “Narrative Discussion – Termination and Change of Control Benefits”.
(6) Granted 50,000 stock options on February 17, 2011 exercisable at $0.30 per Common Share expiring on February 17, 2016. The fair value of these options was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: dividend yield, 0%, risk-free interest rate, 2.51%, volatility, 118.4% and an expected life of five (5) years. Granted 50,000 stock options on March 24, 2011 exercisable at $0.30 per Common Share expiring on March 24, 2016. The fair value of these options was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: dividend yield, 0%, risk-free interest rate, 2.29%, volatility, 117.94% and an expected life of five (5) years.

Narrative Discussion

Compensation of the Named Executive Officers was determined by their respective management contracts with the Company as detailed previously under “ Compensation Discussion and Analysis: Management Contracts ”, and under “ Compensation Committee ”.

Incentive Plan Awards

Outstanding Option-Based Awards

Below is a summary of all option-based awards outstanding for Named Executive Officers as at the year ended December 31, 2012.

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	Number of securities underlying unexercised options (#)			Value of unexercised in-the-Money Options(1) ($)
		Option exercise price ($)	Option expiration date
Name
Dr. Kaihui Yang Former President and Director	600,000	0.25	September 10,2014	Nil
	400,000	0.30	February 17, 2016	Nil
Gaetan Chabot Chief Financial Officer	200,000	0.25	September 10,2014	Nil
	50,000	0.30	February17,2016	Nil
	50,000	0.30	March 24,2016	Nil

Note:

(1) Calculated using $0.05 per Common Share, the closing price of Common Shares of the Company on December 31, 2012.

Value Vested or Earned During the Year

The following table summarizes the value vested or earned by the Company’s Named Executive Officers through incentive plan awards during the financial year ended December 31, 2012.

			Non-equity incentive plan compensation – Value vested during the year ($)
	Option-based awards – Value vested during the year(1) ($)	Share-based awards – Value vested during the year ($)
Name
Dr. Kaihui Yang Former President and Director	Nil(2)	Nil	Nil
Gaetan Chabot Chief Financial Officer	Nil(3)	Nil	Nil

Notes:

(1) Dollar value that would have been realized if the options under the option-based award had been exercised on the vesting date.

(2) 100,000 options held by Dr. Kaihui Yang vested on February 17, 2012 and 100,000 options vested on August 17, 2012 and have an exercise price of $0.30 per Common Share. The closing market price for the Company’s Common Shares on February 17, 2012 and on August 17, 2012 was $0.30 and $0.15, respectively.

(3) 12,500 options held by Mr. Chabot vested on February 17, 2012, 12,500 options vested on March 24, 2012, 12,500 options vested on August 17, 2012 and 12,500 options vested on September 24, 2012 and have an exercise price of $0.30 per Common Share. The closing market price for the Company’s Common Shares on February 17, 2012, March 24, 2012, August 17, 2012 and September 24, 2012 was $0.30, $0.28, $0.15 and $0.17 respectively.

Narrative Discussion

All option-based awards granted up to December 31, 2012 are governed by the Company’s stock option plan (the “ Stock Option Plan ”). Pursuant to the terms of the Stock Option Plan, options are subject to the following vesting schedule: (i) 25% vest on the date of the option grant; (ii) 25% vest on the six (6) month anniversary of the option grant; (iii) 25% vest on the one (1) year anniversary of the option grant; and (iv) the remaining 25% vest on the 18 month anniversary of the option grant.

All of the 600,000 options granted to Dr. Kaihui Yang on September 10, 2009, all of the 400,000 options granted to Dr. Kaihui Yang on February 17, 2011, all of the 200,000 options granted to Mr. Chabot on September 10, 2009, all of the 50,000 options granted to Mr. Chabot on February 17, 2011 and all of the 50,000 options granted to Mr. Chabot on March 24, 2011 are vested.

Pension Plan Benefits

No pension plan benefits have been instituted by the Company and none are proposed at this time.

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Termination and Change of Control Benefits

No agreement was in effect as at December 31, 2012 with any Named Executive Officer included termination and change of control benefits.

On April 27, 2012, Dr. Kaihui Yang ceased to be President of the Company. Effective April 30, 2012, a consulting agreement dated January 17, 2007 between the Company and 1635298 Ontario Limited, a corporation controlled by Dr. Kaihui Yang, ceased to be in force. In connection with this, and in consideration of Dr. Kaihui Yang and 1635298 Ontario Limited providing a full and final release in favour of the Company and its directors, officers, shareholders and others, the Company made a lump sum pay to 1635298 Ontario Limited in the amount of $192,000 plus HST. Effective June 1, 2012, the Company and 1635298 Ontario Limited entered into a new consulting agreement to which 1635298 Ontario Limited receives a fee of $16,000 plus HST per month for a term of twelve (12) months. The term of such agreement ends on May 31, 2013 and is not subject to renewal.

Compensation of Directors

The table below provides all amounts of compensation to the Board during the year ended December 31, 2012.

		Share- Based Awards ($)	Option- Based Awards ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compen- sation ($)	Total Compen- sation ($)
	Fees Earned ($)(1)
Director
Gordon McCreary(2)	5,600	Nil	Nil	Nil	13,333(3)	18,933
D. Richard Brown(2)	4,900	Nil	Nil	Nil	Nil	4,900
Muliawan Sutanto(4)	698	Nil	Nil	Nil	Nil	698
NgTai Chiu	8,447	Nil	Nil	Nil	Nil	8,447
John Lee Luen Wai(2)	4,264	Nil	Nil	Nil	Nil	4,264
Chan WingKwong	10,554	Nil	Nil	Nil	Nil	10,554
Alex Tjokrorahardjo	8,555	Nil	Nil	Nil	Nil	8,555
Bruce Reid(5)	3,478	Nil	Nil	Nil	Nil	3,478
James Macintosh(5)	4,867	Nil	Nil	Nil	Nil	4,867
Dr. Kaihui Yang	4,200(6)	Nil	Nil	Nil	Nil	4,200

Notes:

(1) Fees earned by non-executive directors are paid in US dollars and converted to Canadian dollars based on prevailing exchange rate during the quarter they were paid.

(2) Messrs. McCreary, Brown and John Lee Luen Wai did not stand for re-election at the Annual and Special Meeting of Shareholders held on June 21, 2012 and thus ceased to be directors as at that date.

(3) Mr. McCreary received additional compensation as Chairman of the Board; $40,000 per year, paid quarterly.

(4) Mr. Sutanto resigned from the Board on March 23, 2012.

(5) Messrs. Reid and Macintosh were elected at the Annual and Special Meeting of Shareholders held on June 21, 2012.

(6) Fees earned subsequent to termination as President.

Narrative Discussion

All non-executive directors, including representatives of China Gold and Prime Orient, are compensated in the amount of US$700 per meeting for attendance in person or by telephone. For attendance in person at meetings lasting longer than one day, all non-executive directors are paid a fee of US$400 per day up to a maximum of five days. Where overseas travel is required to attend a Board meeting, a single payment of US$700 will be made to compensate for travel time. Other consulting may be billed at US$700 per day as arranged in advance.

Outstanding Option-Based Awards

Below is a summary of all option-based awards outstanding for the Board and former directors at fiscal year ended December 31, 2012. Such options were granted under the Stock Option Plan as detailed above under “Incentive Plan Awards: Narrative Discussion”.

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				Value of unexercised in-the-money options(1) ($)
	Number of securities underlying unexercised options (#)
		Option exercise price ($)
Name			Option expiration date
Douglas Scharf(2)	550,000	0.25	September 10,2014(3)	Nil
Dr. Kaihui Yang	600,000	0.25	September 10,2014(3)	Nil
	400,000	0.30	February17,2016(4)	Nil

Note:

(1) Calculated using $0.05 per Common Share, the closing price of Common Shares on the TSX Venture Exchange on December 31, 2012.

(2) Mr. Scharf resigned from the Board effective November 12, 2010. Mr. Scharf continued to serve as a senior advisor to the Company until February 26, 2013. His unexercised options will remain outstanding until May 26, 2013 at which time they will expire unless previously exercised.

(3) Granted on September 10, 2009.

(4) Granted on February 17, 2011.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Pursuant to the Stock Option Plan, 11,100,000 Common Shares have been reserved for issuance, subject to the conditions and restrictions contained therein. As of December 31, 2012, all issued and outstanding options were issued pursuant to the Stock Option Plan.

The following table sets forth the Company’s compensation plans under which equity securities are authorized for issuance as at the end of the most recently completed financial year.

	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted average exercise price of outstanding options, warrants and rights (b)	Number of securities available for future issuance under equity compensation plans(1) (c)
Plan Category
Equity compensation plans approved bysecurityholders	2,850,000(2)	$0.28	5,130,000
Equity compensation plans not approved by security holders	N/A	N/A	N/A
Total	2,850,000(2)	$0.28	5,130,000
Notes:

(1) Excluding securities reflected in the first column (a).

(2) Subsequent to the year ended December 31, 2012, 500,000 options held by employees or consultants have expired or been cancelled.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date of this Circular, none of the directors or senior officers of the Company, nor proposed nominees for election as a director of the Company, and no associates or affiliates of any of them, are indebted to the Company or its subsidiaries, nor have they been indebted to the Company or its subsidiaries during the current fiscal year or as of the Company’s most recent fiscal year end.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set out herein, no director, executive officer or person who is a proposed nominee for election as a director of the Company, and no associate or affiliate of any such director, executive officer or proposed nominee, nor, to the best knowledge of the directors and executive officers of the Company after having made reasonable inquiry, any person or company who beneficially owns, controls or directs, directly or indirectly, voting securities of the Company carrying more than ten (10%) percent of the voting rights attached to all outstanding voting securities of the Company as at the date hereof, or any associate or affiliate thereof, has any material interest, direct or indirect,

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in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

COMMITTEES OF THE DIRECTORS

Audit Committee

National Instrument 52-110 – Audit Committees (“ NI 52-110 ”) requires the Company to disclose in an information circular where proxies are solicited for the purpose of electing directors, certain information concerning the constitution of the audit committee of its board of directors (the “ Audit Committee ”) and its relationship with its independent auditor, as set forth below.

The audit committee charter is included as Schedule A of the Circular.

Pursuant to the audit committee charter, the Audit Committee is required to consist of at least three (3) directors. As of the Company’s most recent fiscal year end, the Audit Committee consisted of: Mr. Chan, as Chairman of the Audit Committee, and Messrs. Macintosh and Tjokrorahardjo. Messrs. Chan, Macintosh and Tjokrorahardjo qualified as independent directors and are financially literate as defined in NI 52 110. Assuming the election at the Meeting of the eight directors as nominated herein, it is anticipated that the three member Audit Committee will be reconstituted to consist of Mr. Macintosh as Chairman and Messrs. Reid and Ng as members.

Education and Relevant Experience

The education and related experience of each of the proposed members of the Audit Committee that is relevant to the performance of his responsibility as a member of the Audit Committee is set out below.

James Maitland Macintosh is the President and CEO of Continental Mining & Smelting Limited and serves on the Board of Directors and chairs the audit committees of Carlisle Goldfields Limited and GTA Resources and Mining Inc. Mr. Macintosh has 25 years experience in the mining industry as an executive and as a mining analyst. For the past 18 years he has held various executive and directorial positions with numerous public and private companies in Canada and the United States. Mr. Macintosh spent the last ten years as the President, COO and Director of Innovium Media Properties Corp., an early-stage investor. Mr. Macintosh is also a Director of Cordillera Gold Ltd. and Atlas Precious Metals Inc.

Bruce Reid is currently President, Chief Executive Officer and Director of Carlisle Goldfields Limited and was the President and Chief Executive Officer of U.S. Silver Corporation from June 2005 to November 2008. As well, he currently sits on the boards of directors of Rockex Mining Corporation, Multivision Communications Corp., Satori Resources Inc. and Debut Diamonds Inc. Mr. Reid has over thirty (30) years of experience in the mining and mining financing industries. He was previously Vice President of Mining Investment Banking at Mackie Research Capital Corporation, a full service securities dealer in Toronto, Ontario, and a Director of Patricia Mining Corp. from 2002 to 2008. Mr. Reid was a Mining Analyst at various securities firms based in Toronto analyzing public mining companies for institutional investors. Mr. Reid also worked as an exploration geologist at numerous projects in northern Canada immediately after graduating with a B.Sc. in geology from the University of Toronto (1979). Mr. Reid also has a finance degree from the University of Windsor (1982).

David Ng is a director of Lippo Asia Limited, a member of Lippo Group in Hong Kong, with interests in property investment and development, and financial services operating in Hong Kong, Singapore, China, Korea, Indonesia and the Philippines. He is a qualified accountant and holds a masters degree in Business (Electronic Commerce), a masters degree in International Banking and Financial Studies and a doctors degree in Business Administration. He is a fellow member of the Hong Kong Institute of Certified Public Accountants, the Association of Chartered Certified Accountants and the Institute of Chartered Secretaries and Administrators. Mr. Ng has over 30 years experience in the accounting and corporate finance fields in Hong Kong, with focus on initial public offerings, merger and acquisitions, direct investments, due diligence, corporate advisory, financial control and accounting work.

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Reliance on Certain Exemptions

At no time since the commencement of the Company’s financial year ended December 31, 2012 has the Company relied on the exemption provided under section 2.4 of NI 52-110 ( De minimis Non-Audit Services ) or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110 ( Exemptions ). However, the Company is not required to comply with Parts 3 ( Composition of the Audit Committee ) and 5 ( Reporting Obligations ) of NI 52-110 given that it is a venture issuer as defined in NI 52-110.

External Auditor

The Audit Committee has reviewed the nature and amount of the non-audit services provided by Stern & Lovrics LLP, Chartered Accountants, to the Company to ensure auditor independence. The aggregate fees billed by the Company’s external auditors in each of the last two fiscal years for audit fees are as follows:

Financial Year Ended	Audit Fees(1)	Audit Related Fees(2)	Tax Fees(3)	All Other Fees(4)
December 31,2012	$52,284	N/A	$3,000	N/A
December 31,2011	$53,039	N/A	$3,000	N/A

Notes:

(1) Fees necessary to perform the annual audit of the Company’s consolidated financial statements.

(2) Includes employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3) Includes fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”.

(4) Fees for non-audit services.

Compensation Committee

As of the Company’s most recent fiscal year end, the Compensation Committee was comprised of three (3) directors, with Mr. Ng as Chairman of the Compensation Committee and Messrs. Reid and Wijaya. Assuming the election at the Meeting of the eight member Board as nominated above, it is anticipated that the three member Compensation Committee will be reconstituted to consist of Mr. Tjokrorahardjo as Chairman and Mr. Macintosh and Dr. Wenjin Yang as members.

STATEMENT OF CORPORATE GOVERNANCE

National Instrument 58-101 - Disclosure of Corporate Governance Practices of the Canadian Securities Administrators (“ NI 58-101 ”) requires the Company to disclose, on an annual basis, its approach to corporate governance with reference to the governance guidelines provided in National Policy 58-201 – Corporate Governance Guidelines of the Canadian Securities Administrators (“ NP 58-201 ”).

The Company has reviewed its own corporate governance practices under the guidelines contained in NP 58-201. The Company’s practices comply generally with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Company at its current state of development and therefore the Company’s governance practices do not reflect these particular guidelines. Given that the Company is a relatively small venture issuer in terms of both activities and market capitalization, the Board believes that the current governance structure is cost effective and appropriate for the needs of the Shareholders.

Set out below is a description of the Company’s corporate governance practices as required to be disclosed by NI 58-101.

Board of Directors

The Board is responsible for overseeing the management of the Company and the conduct of the Company’s affairs generally. The Board is currently comprised of eight directors, six of whom are independent within the meaning of NI 58-101. Assuming the election at the Meeting of the eight member Board as nominated above, the Board will be comprised of four independent directors of the Board of eight directors. Messrs. Macintosh, Reid, Ng and

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Tjokrorahardjo are independent as of the date of this Circular. Messrs. Wijaya, Ng, Cooper and Dr. Wenjin Yang are nominees of China Gold and Mr. Tjokrorahardjo is a nominee of Prime Orient. Mr. Shipes is not independent as he is President and Chief Executive Officer of the Company and was regularly compensated directly from the Company for services rendered in such capacity. Mr. Cooper is not independent as he is Deputy Chief Executive Officer of the Company and will be regularly compensated directly from the Company for services rendered in such capacity. Mr. Wijaya is not independent as he is the General Manager of the Chinese Joint Venture companies. Dr. Wenjin Yang is not independent as he is the Chief Financial Officer of the Chinese Joint Venture Companies.

The Board facilitates its exercise of independent supervision over management through the operation of the Audit Committee and Compensation Committee and by ensuring that the Board includes a number of independent directors.

Directorships

Each director or proposed director of the Company is presently a director of the following reporting issuers in Canada or a foreign jurisdiction (reporting issuer in Canada, unless noted otherwise):

Director	Issuer
Harold Roy Shipes	International Silver, Inc. (US:OTCQB)
James Macintosh	Carlisle Goldfields Limited GTA Resources and Mining Inc. Innovium Media Properties Corp.
Bruce Reid	Rockex Mining Corporation Multivision Communications Corp. Satori Resources Inc. Debut Diamonds Inc.
Marshall Cooper	Haranga Resources Limited (Australia:ASX)

Note:

(1) Reporting issuer in Canada, unless otherwise noted in brackets.

Orientation and Continuing Education

The Company does not have a formal orientation or continuing education program for the Board. The Board is intimately familiar with the Company’s business and activities. New directors are provided with access to recent, publicly filed documents of the Company and given copies of all Board minutes and corporate governance materials. New directors are encouraged to ask questions and communicate with management and employees to keep themselves current with industry trends and changes in corporate legislation.

Ethical Business Conduct

The Board monitors the ethical conduct of the Company and its management and ensures that it complies with applicable legal and regulatory requirements. The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Nomination of Directors

The Board does not have a nominating committee given the size of the Company. Instead, the Board and management work together to identify new candidates for nomination, taking into account the qualifications of the proposed directors and the specific needs, expertise or vacancies required to be filled among the Board.

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Asia Now Resources Corp. Management Information Circular

Compensation

The Board reviews and approves director compensation and the President’s compensation as recommended by the Compensation Committee from time to time.

Assessments

The Board does not make regular formal assessments of the Board, its committees or its members. Given its relatively small size, the Board satisfies itself on an informal basis, from time to time, that its members and its committees are performing effectively.

AUDITORS, REGISTRAR AND TRANSFER AGENT

Stern & Lovrics LLP, Chartered Accountants, of Toronto, Ontario are the auditors of the Company and Equity Financial Trust Company is the registrar and transfer agent for the Common Shares of the Company.

ADDITIONAL INFORMATION

Additional information relating to Asia Now is available at www.sedar.com. Shareholders of Asia Now may obtain additional copies of Asia Now’s most recently filed financial statements and management’s discussion and analysis by written request addressed to: Asia Now Resources Corp., 401 Bay Street, Suite 2702, Toronto, Ontario M5H 2Y4. Financial information regarding Asia Now is provided in its consolidated financial statements and management discussion and analysis for the financial year ended December 31, 2012.

GENERAL

Unless specified otherwise, all information contained herein is as of May 16, 2013. Management knows of no other matters intended to be brought before the Meeting. However, if any matters, which are not now known to management, shall properly come before the Meeting, the proxy given pursuant to this solicitation by management will be voted on such matters in accordance with the best judgment of the person voting the proxy, in the event such discretionary authority is provided in the proxy.

DIRECTORS’ APPROVAL

The contents of this Circular and the sending thereof have been approved by the Board.

ASIA NOW RESOURCES CORP.

(signed) “Harold Roy Shipes” Name: Harold Roy Shipes Title: President and Chief Executive Officer

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Asia Now Resources Corp. Management Information Circular

SCHEDULE A AUDIT COMMITTEE CHARTER

Purpose of the Audit Committee

The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of the Corporation is to assist the Board in fulfilling its responsibility for the oversight of the financial reporting process. The purpose of this Charter is to ensure that the Corporation maintains a strong, effective and independent audit committee, to enhance the quality of financial disclosure made by the Corporation and to foster increased investor confidence in both the Corporation and Canada’s capital markets. It is the intention of the Board that through the involvement of the Committee, the external audit will be conducted independently of the Corporation’s Management to ensure that the independent auditors serve the interests of shareholders rather than the interests of Management of the Corporation. The Committee will act as a liaison to provide better communication between the Board and the external auditors. The Committee will review financial reports or other financial information provided by the Corporation to regulatory authorities and shareholders and review the integrity, adequacy and timeliness of the financial reporting and disclosure practices of the Corporation. The Committee will monitor the independence and performance of the Corporation’s independent auditors.

Composition and Procedures of the Audit Committee

The Committee shall consist of at least three (3) directors. Members of the Committee shall be appointed by the Board and may be removed by the Board in its discretion. While the Board may recommend a Chairman for the Committee, the Committee shall have the discretion to appoint the Chairman from amongst its members. The Committee shall establish procedures for quorum, notice and timing of meetings subject to the proviso that a quorum shall be no less than two (2) Committee members. Meetings shall be held no less regularly than once per quarter to review the audited financial statements and interim financial statements of the Corporation. At least one (1) member of the Committee shall be independent and the Board and the Committee shall endeavor to appoint a majority of independent directors to the Committee, who in the opinion of the Board, would be free from a relationship which would interfere with the exercise of the Committee members’ independent judgment. At least one (1) member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices applicable to the Corporation. For the purposes of this Charter, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.

Specific duties and responsibilities of the Audit Committee

(1) The Committee shall recommend to the Board:
(a) the external auditors to be nominated for the purpose of preparing or issuing an auditors’ report or performing other audit, review or attest services for the Corporation; and
(b) the compensation of the external auditors.
(2) The Committee shall be directly responsible for overseeing the work of the external auditors engaged for the purpose of preparing or issuing an auditors’ report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between Management and the external auditors regarding financial reporting.
(3) The Committee shall pre-approve all non-audit services to be provided to the Corporation or its subsidiary entities by the Corporation’s external auditors.
(4) The Committee satisfies the pre-approval requirement in subsection (3) if:
(a) the aggregate amount of all the non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent (5%) of the total amount of fees paid by the Corporation and its subsidiary entities to the Corporation’s external auditors during the fiscal year in which the services are provided;
(b) the Corporation or the subsidiary entity of the Corporation, as the case may be, did not recognize the services as non-audit services at the time of the engagement; and
(c) the services are promptly brought to the attention of the Committee and approved, prior to the completion of the audit, by the Committee or by one or more of its members to whom authority to grant such approvals has been delegated by the Committee.
(5) (a) The Committee may delegate to one or more independent members the authority to pre-approve non-audit services in satisfaction of the requirement in subsection (3).
(b) The pre-approval of non-audit services by any member to whom authority has been delegated pursuant to subsection (5)(a) must be presented to the Committee at its first scheduled meeting following such pre-approval.
(6) The Committee satisfies the pre-approval requirement in subsection (3) if it adopts specific policies and procedures for the engagement of the non-audit services, if:
(a) the pre-approval policies and procedures are detailed as to the particular service;
(b) the Committee is informed of each non-audit service; and
(c) the procedures do not include delegation of the Committee’s responsibilities to Management.
(7) The Committee shall review the Corporation’s financial statements, MD&A and annual and interim earnings press releases before the Corporation publicly discloses this information.
(8) The Committee must be satisfied that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements, other than the public disclosure referred to in subsection (7), and must periodically assess the adequacy of those procedures.
(9) The Committee must establish procedures for:
(a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and
(b) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.
(10) The Committee must review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Corporation.
(11) The Committee shall have the authority:
(a) to engage independent counsel and other advisors as it determines necessary to carry out its duties,
(b) to set and pay the compensation for any advisors employed by the Committee; and
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(c) to communicate directly with the internal and external auditors.
(12) The Committee shall review with Management and independent auditors the quality and the appropriateness of the Corporation’s financial reporting and accounting policies, standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made.
(13) The Committee shall review the clarity of the financial statement presentation with a view to ensuring that the financial statements provide meaningful and readily understandable information to shareholders and the investing public.
(14) The Committee shall monitor the independence of the independent auditors and establish procedures for confirming annually the independence of the independent auditors and any relationships that may impact upon the objectivity and the independence of the external auditors.
(15) The Committee shall review with Management and the external auditors the audit plan for the year-end financial statements prior to the commencement of the year end audit.
(16) The Committee shall review the appointments of the Corporation’s Chief Financial Officer and any other key financial executives involved in the financial reporting process.
(17) The Committee shall review with Management and the external auditors significant related party transactions and potential conflicts of interest.
(18) The Committee shall review in consultation with the external auditors and Management the integrity of the Corporation’s financial reporting process and internal controls.
(19) The Committee shall meet with the external auditors in the absence of Management to discuss the audit process, any difficulties encountered, any restrictions on the scope of work or access to required information, any significant judgments made by Management and any disagreement among Management and the external auditors in the preparation of the financial statements and such other matters that may arise as a result of the audit or review by the external auditors.
(20) The Committee shall conduct or authorize any review or investigation and consider any matters of the Corporation the Committee believes is within the scope of its responsibilities and shall establish procedures for such review or investigation as may be required.
(21) The Committee shall make recommendations to the Board with respect to changes or improvements to financial or accounting practices, policies and principles and changes to this Charter.
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SCHEDULE B ADVANCE NOTICE BY-LAW

By-Law No. 2 of Asia Now Resources Corp. is hereby amended by adding the following thereto as Section 10.20:

10.20 Advanced Notice of Director Nominations

(a) Subject to paragraph (b) below, nominations of persons for election as directors at a meeting of shareholders may be made only:
(A) by or at the direction of the Board, including pursuant to a notice of meeting;
(B) pursuant to a requisition of a meeting of shareholders or a proposal, in each case made in accordance with the Act; and
(C) by a Nominating Shareholder who delivers a Nomination Notice to the Corporation within the Nomination Window by personal delivery to the Corporation’s registered office addressed to the Chief Executive Officer or by fax or email (at such fax number or email address as stipulated from time to time by the Corporation under its profile on SEDAR at www.sedar.com), provided that the Nominating Shareholder attends and nominates at the meeting of shareholders, the individuals listed in the Nomination Notice.
(b) The Board may, prior to the meeting of shareholders, in its sole discretion, waive any requirement in this section 10.20. Unless waived by the Board, in no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new Nomination Window.
(c) For the purposes this section 10.20, the following terms have the following meanings:
(A) “Local Time” means the local time at the Corporation’s registered office.
(B) “Meeting Announcement Date” in respect of a meeting of shareholders means, the date of the first public filing or announcement of the date of that meeting.
(C) “Nomination Notice” means a written notice that sets forth (i) all information that would be required to be disclosed in a dissident proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and applicable securities laws relating to a Nominating Shareholder (as if that Nominating Shareholder were a dissident soliciting proxies) and each person whom that Nominating Shareholder proposes to nominate for election as a director; (ii) the class and number of shares of the Corporation held, directly or indirectly, by or on behalf of that Nominating Shareholder; (iii) confirmation that the proposed nominees meet the qualifications of directors and residency requirements set out in the Act; and (iv) confirmation as to whether each proposed nominee is independent for the purposes of National Instrument 52-110.
(D) “Nominating Shareholder” in respect of a meeting of shareholders means, a person who is a registered or beneficial holder of one or more shares of the Corporation carrying the right to vote on the election of directors at that meeting as of (i) the record date for that meeting and (ii) the date on which the Nomination Notice is delivered to the Corporation.
(E) “Nomination Window” in respect of a meeting of shareholders means, the period of time:
- (i) in the case of an annual meeting, if that meeting is called for a date that is fewer than 50 days following the Meeting Announcement Date, starting at 9:00 a.m.

(Local Time) on the Meeting Announcement Date and ending at 5:00 p.m. (Local Time) on the 10[th] day following the Meeting Announcement Date, and otherwise starting at 9:00 a.m. (Local Time) on the date that is 65 days prior to the date of that meeting and ending at 5:00 p.m. (Local Time) on the date that is 30 days prior to the date of that meeting; or

(ii) in the case of a special meeting (which is not also an annual meeting) called for the purpose of electing directors (whether or not called for other purposes), starting at 9:00 a.m. (Local Time) on the Meeting Announcement Date and ending at 5:00 p.m. (Local Time) on the 15[th] day following the Meeting Announcement Date.

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AI assistant

Asiasec Properties Limited — Proxy Solicitation & Information Statement 2013

49086_rns_2013-06-04_a95ba0cd-338b-4264-a56b-7c7e461097a7.pdf

LIPPO LIMITED LIPPO CHINA RESOURCES LIMITED 力寶有限公司 力寶華潤有限公司

OVERSEAS REGULATORY ANNOUNCEMENT

ASIA NOW RESOURCES CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

ASIA NOW RESOURCES CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF ASIA NOW RESOURCES CORP.

BY ORDER OF THE BOARD OF DIRECTORS

ASIA NOW RESOURCES CORP.

MANAGEMENT INFORMATION CIRCULAR containing information as at May 16, 2013 for the Annual and Special Meeting of Shareholders to be held on Thursday, June 25, 2013

TABLE OF CONTENTS

GENERAL PROXY INFORMATION

Solicitation of proxies

Appointment, Revocation and Deposit of Proxies

Manner of Voting by Proxies

Advice to Beneficial Holders of Common Shares

Voting Shares and Principal Holders Thereof

Principal Shareholders

Quorum

Interest of Certain Persons or Companies in Matters to be Acted Upon

PARTICULARS OF MATTERS TO BE ACTED UPON

1. Presentation of Audited Financial Statements

2. Appointment of Auditors

3. Election of Directors

Nomination Rights

Shareholder Nominees

Except as set out below, no proposed director:

4. Confirmation of By-Law Amendments

Background

Proposed Resolution and Board’s Recommendation

5. Other Business

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Named Executive Officers

Management Contracts

Harold Roy Shipes, President and Chief Executive Officer

Gaetan Chabot, Chief Financial Officer

Dr. Kaihui Yang

Compensation Committee

Option-Based Awards

Summary Compensation Table

Narrative Discussion

Incentive Plan Awards

Outstanding Option-Based Awards

Value Vested or Earned During the Year

Narrative Discussion

Pension Plan Benefits

Termination and Change of Control Benefits

Compensation of Directors

Narrative Discussion

Outstanding Option-Based Awards

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

COMMITTEES OF THE DIRECTORS

Audit Committee

Education and Relevant Experience

Reliance on Certain Exemptions

External Auditor

Compensation Committee

STATEMENT OF CORPORATE GOVERNANCE

Board of Directors

Directorships

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Assessments

AUDITORS, REGISTRAR AND TRANSFER AGENT

ADDITIONAL INFORMATION

GENERAL

DIRECTORS’ APPROVAL

ASIA NOW RESOURCES CORP.

SCHEDULE A AUDIT COMMITTEE CHARTER

Purpose of the Audit Committee

Composition and Procedures of the Audit Committee

Asiasec Properties Limited Proxy Solicitation & Information Statement 2013

LIPPO LIMITED LIPPO CHINA RESOURCES LIMITED 力寶有限公司力寶華潤有限公司