Asiasec Properties Limited - Proxy Solicitation & Information Statement 2014

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

力寶有限公司

LIPPO CHINA RESOURCES LIMITED

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 50 per cent. of its issued share capital, is a company listed on TSX Venture Exchange of Canada.

Hong Kong, 16th May, 2014

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 18, 2014

AND

MANAGEMENT INFORMATION CIRCULAR

Dated: May 8, 2014

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 Wednesday, June 18, 2014 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, 2013 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 thought fit, pass an ordinary resolution providing for the approval of the Company’s Stock Option Plan; 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, 2013 accompany this notice.

Shareholders who are unable to attend the Meeting in person are requested to complete, sign, date and return to TMX Equity Transfer Services, 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 16, 2014, 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 8, 2014 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 8, 2014.

DATED at Toronto, Ontario as of the 8[th] day of May, 2014.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Marshall Cooper” Name: Marshall Cooper Title: Chairman

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

ASIA NOW RESOURCES CORP.

MANAGEMENT INFORMATION CIRCULAR containing information as at May 8, 2014

for the Annual and Special Meeting of Shareholders to be held on Wednesday, June 18, 2014

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 ............................................................................................... 5 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 ........................................................................................... 6 2. Election of Directors ................................................................................................................................. 6 3. Appointment of Auditors ......................................................................................................................... 10 4. Approval of Stock Option Plan ............................................................................................................... 10 5. Other Business ......................................................................................................................................... 12 EXECUTIVE COMPENSATION ............................................................................................................................. 12 Compensation Discussion and Analysis ...................................................................................................... 12 Compensation Committee ........................................................................................................................... 13 Summary Compensation Table ................................................................................................................... 14 Incentive Plan Awards................................................................................................................................. 15 Pension Plan Benefits .................................................................................................................................. 15 Termination and Change of Control Benefits .............................................................................................. 15 Compensation of Directors .......................................................................................................................... 15 Outstanding Option-Based Awards ............................................................................................................. 16 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ......................... 16 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS .................................................................... 16 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ........................................................ 17 COMMITTEES OF THE DIRECTORS ................................................................................................................... 17 Audit Committee ......................................................................................................................................... 17 Compensation Committee ........................................................................................................................... 18 STATEMENT OF CORPORATE GOVERNANCE ................................................................................................ 18 Board of Directors ....................................................................................................................................... 19 Directorships ............................................................................................................................................... 19 Orientation and Continuing Education ........................................................................................................ 19 Ethical Business Conduct ............................................................................................................................ 19 Nomination of Directors .............................................................................................................................. 20 Compensation .............................................................................................................................................. 20 Assessments ................................................................................................................................................ 20 AUDITORS, REGISTRAR AND TRANSFER AGENT .......................................................................................... 20

ADDITIONAL INFORMATION.............................................................................................................................. 20 GENERAL ................................................................................................................................................................ 20 DIRECTORS’ APPROVAL ...................................................................................................................................... 20 SCHEDULE A – NEW STOCK OPTION PLAN SCHEDULE B - AUDIT COMMITTEE CHARTER

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 WEDNESDAY, JUNE 18, 2014 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 8, 2014 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, TMX Equity Transfer Services, Attention: Proxy Department, 200 University Avenue, Suite 300, Toronto, Ontario M5H 4H1. To be effective, a proxy must be received for verification by 10:00 a.m. (Toronto time) on June 16, 2014, 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

Asia Now Resources Corp. Management Information Circular

hold their Common Shares in their own name (referred to herein as “ Beneficial Shareholders ”) should note that 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.

This Circular and accompanying materials are being sent to both registered Shareholders and Beneficial Shareholders. Beneficial Shareholders fall into two categories – those who object to their identity being known to the issuers of securities which they own (“Objecting Beneficial Owners”, or “OBO’s”) and those who do not object to their identity being made known to the issuers of the securities they own (“Non-Objecting Beneficial Owners”, or “NOBO’s”). Subject to the provision of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) issuers may request and obtain a list of their NOBO’s from intermediaries via their transfer agents. Pursuant to NI 54-101, issuers may obtain and use the NOBO list for distribution of proxy-related materials directly (not via Broadridge) to such NOBO’s. If you are a Beneficial Shareholder, and the Company or its agent has sent these materials directly to you, your name, address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the shares on your behalf .

The Company has decided to take advantage of the provisions of NI 54-101 that permit it to deliver proxy-related materials directly to its NOBO’s. By choosing to send these materials to you directly, the Company (and not the intermediary holding shares on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. As a result if you are a NOBO of the Company, you can expect to receive a scannable Voting Instruction Form (“VIF”) from TMX Equity Transfer Services. Please complete and return the VIF to TMX Equity Transfer Services in the envelope provided or by facsimile. TMX Equity Transfer Services will tabulate the results of the VIF’s received from the Company’s NOBO’s and will provide appropriate instructions at the Meeting with respect to the Common Shares represented by the VIF’s they receive.

The Company is sending proxy-related materials to Registered and Beneficial Shareholders using the Notice-andAccess procedure described in NI 54-101 and National Instrument 51-102 Continuous Disclosure Obligations. The Company will not be paying for intermediaries to deliver to OBOs (who have not otherwise waived their right to receive proxy-related materials) copies of the proxy-related materials and related documents. Accordingly, an OBO will not receive copies of the proxy-related materials and related documents unless the OBO’s intermediary assumes the costs of delivery.

Although Beneficial Shareholders may not be recognized directly at the Meeting for the purposes of voting shares registered in the name of his broker, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered shareholder and vote the shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their shares as proxyholder for the registered shareholder should enter their own names in the blank space on the proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker.

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

Asia Now Resources Corp. Management Information Circular

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, 111,890,894 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 8, 2014, the record date fixed for determining shareholders entitled to receive notice of the Meeting and to vote at the Meeting and any adjournments thereof.

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:

Shareholder	No. Common Shares	Percentage of issued and outstanding
China Gold Pte. Ltd. (“China Gold”)	56,310,004	50.3%(1)

Note:

(1) In addition, China Gold holds convertible debentures issued on December 16, 2013 and April 9, 2014 each in the amount of $1,248,000, representing $2,496,000 in the aggregate. Should such convertible debentures be converted in the first year following the issue date at a conversion price of $0.10 per Common Share, China Gold would be issued an additional 49,920,000 Common Shares which, together with existing Common Shares held by China Gold, would result in China Gold holding a total of 106,230,004 Common Shares, representing approximately 65.7% of the issued and outstanding Common Shares, based on 161,810,894 Common Shares being outstanding assuming such conversion of the Convertible Debentures and assuming no other Common Shares are issued.

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.

Asia Now Resources Corp. Management Information Circular

1. Presentation of Audited Financial Statements

The audited financial statement of the Company for the year ended December 31, 2013 (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. 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 25, 2013, other than Elliott Jacobson who was appointed to the board on August 2, 2013.

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 19, 2014.

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

Name and Present Office Held	Principal Occupation (for past 5 years)	Committee Membership	Director Since	No. of Common Shares Beneficially Held(9)
DIRECTORS NOMINATED FOR ELECTION
Lukman Wijaya (also known as Stephen Lo)(1) President, Chief Executive Officer and Director Indonesia	Chief Executive Officer of Eastern Tech Co., Ltd. Chief Executive Officer of PT Pantherina Luban	None	June 21/12	Nil

Asia Now Resources Corp. Management Information Circular

Name and Present Office Held	Principal Occupation (for past 5 years)	Committee Membership	Director Since	No. of Common Shares Beneficially Held(9)
DIRECTORS NOMINATED FOR ELECTION
James Maitland Macintosh(2) Director Ontario, Canada	President and CEO, Continental Mining and Smelting Limited; President and Chief Operating Officer, Innovium Media Properties Corp.	Audit & Compensation	June 21/12	Nil
Bruce Reid~~(3)~~ Director Ontario, Canada	Executive Chairman of Carlisle Goldfields Limited President and Chief Executive Officer of Carlisle Goldfields Limited President and Chief Executive Officer of U.S. Silver Corporation	None	June 21/12	Nil
Ng Tai Chiu (also known as David Ng)(4) Director Hong Kong	Director of Lippo Asia Limited	Audit	Nov. 12/10	Nil
Elliott M. Jacobson~~(5)~~ Director Ontario, Canada	Principal, Elliott M. Jacobson & Associates, Ltd. Partner, Deloitte & Touche LLP	Audit	Aug. 2/13	Nil
Alex Tjokrorahardjo~~(6)~~ Director Indonesia	President Director of PT Alfa Resources International	Compensation	Nov. 12/10	Nil
Marshall Cooper~~(7)~~ Chairman and Director Indonesia	Director of Lippo Energy Pte. since March 2012; prior thereto in senior commercial roles for international mining group CRA (Rio Tinto)	None	June 25/13	Nil
Dr. Wenjin Yang~~(8)~~ 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	Compensation	June 25/13	Nil

Notes:

(1) 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 ”). Mr. Wijaya was appointed as President and Chief Executive Office on August 1, 2013.

Asia Now Resources Corp. Management Information Circular

(2) Mr. Macintosh is currently President and Chief Executive Officer of Continental Mining and Smelting Limited and Chief Financial Officer of Canuc Resources Corporation. He also serves on the Board of Directors and chairs the Audit Committees of Carlisle Goldfields Limited, GTA Resources and Mining Inc, and Parkside Resources Corp.
(3) Mr. Reid is currently Executive Chairman and Director of Carlisle Goldfields Limited, having previously been the President, Chief Executive Officer until February 1, 2014, 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 ”).
(5) Mr. Jacobson has over 30 years of public accounting experience and has serviced a wide range of clients from Canadian corporations to multinational organizations. Mr. Jacobsen previously led the audit practice for entrepreneurial public companies in the Greater Toronto Area for Deloitte & Touche LLP from January 2008 until June 2010. Mr. Jacobson participated in the original listings on the TSX, the Alternative Investment Market (AIM) operated by the London Stock Exchange, Swiss Stock Exchange and the American Stock Exchange (AMEX) of more than 150 public companies with business operations in China and Israel as well as Canada and the United States. He was elected a Fellow (FCPA, FCA) of the Institute of Chartered Accountants of Ontario in 2013.
(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. degree in mineral resource at 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 resource 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
8 -

Asia Now Resources Corp. Management Information Circular

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
(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

Asia Now Resources Corp. Management Information Circular

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.

3. 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.

4. Approval of Stock Option Plan

The Company was regarded as a subsidiary of China Gold following the adoption of Hong Kong Financial Reporting Standard entitled “Consolidated Financial Statements” for the financial year commencing on 1[st] April, 2013 by Lippo China Resources Limited (“ LCR ”) and Lippo Limited (“ Lippo ”). China Gold is a wholly-owned subsidiary of LCR which in turn is a subsidiary of Lippo. Both LCR and Lippo are listed on The Stock Exchange of Hong Kong Limited (the “ HK Stock Exchange ”). All stock option plans for subsidiaries of listed issuers on the HK Stock Exchange must comply with rules of the HK Stock Exchange. On February 27, 2014, 2014 the Board approved a new incentive stock option plan (the “ New Plan ”), which is intended to be compliant with the requirements of the TSX Venture Exchange (the “ TSX-V ”) and the HK Stock Exchange. The TSX-V has conditionally approved the Plan, subject to the receipt of requisite Shareholder approval of the New Plan. At the Meeting, Shareholders will be requested to pass, with or without amendment, a resolution, as set out below, authorizing the adoption of the New Plan.

Description of the Plan

A copy of the New Plan is attached as Schedule “A” to the Circular.

The purpose of the New Plan is to advance the interests of the Company by providing directors, senior officers, employees, consultants with additional incentives, encouraging equity ownership by such persons, increasing their proprietary interest in the success of the Company, encouraging such persons to remain with the Company or its affiliates and to attract new employees, directors and officers.

The following is a description of the primary features, terms and conditions of the Plan:

The aggregate number of Common Shares which may be reserved for issuance under the New Plan may not at any time exceed 10% of the number of Common Shares issued and outstanding, being 11,189,089 Common Shares as of the date hereof.
The maximum number of Common Shares which may be reserved for issuance to any one eligible person in any twelve month period under the Plan is subject to an individual limit of 1% of the Common Shares outstanding at the time of the grant, which individual limit may be increased subject to certain conditions as set forth in the New Plan. Notwithstanding the individual limit, the maximum number of Common Shares which may be reserved for issuance to any one eligible person in any twelve month period under the New
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Asia Now Resources Corp. Management Information Circular

Plan is subject to a limit of 5% of the Common Shares outstanding at the time of the grant, subject to Section 3 below.

The New Plan limits the number of Common Shares which may be reserved and issued to insiders of the Company to 10% of the Common Shares outstanding at the time of the grant and limits the number of options which may be granted to consultants and investment relations service providers in any twelve month period to 2% of the Common Shares outstanding at the time of the grant.
The Exercise Price in relation to each option is determined by the Board in its absolute discretion but in any event shall not be less than the highest of: (i) the closing price of the Common Shares immediately preceding the date of grant; (ii) the average closing price of the Common Shares for the five trading days immediately preceding the date of grant; and (iii) the Discounted Market Price (as such term is defined in TSX-V Policy 1.1 – Interpretation ).
Options granted under the New Plan may be exercised during a period not exceeding ten (10) years, subject to extension in the event of a black-out period and subject to earlier termination upon, including, amount other events, the optionee ceasing to be an employee, senior officer, director or consultant of the Company.
The options will be non-transferable.
The New Plan contains provisions for adjustment in the number of Common Shares issuable thereunder in the event of any stock dividend or split, recapitalization, amalgamation, consolidation, combination or exchange of Common Shares, or other corporate change.

Effect of Plan on Previously Issued Outstanding Stock Options

Upon approval of the New Plan, all 400,000 currently outstanding incentive stock options issued pursuant to the Company’s existing amended and restated incentive stock option plan approved by shareholders of the Company on June 24, 2011 (the “ Existing Stock Option Plan ”) will remain outstanding under the existing terms of the applicable stock option agreements.

The New Plan also requires the approval of the shareholders of China Gold pursuant to the rules of the HK Stock Exchange.

At the Meeting, Shareholders will be requested to pass, with or without amendment, the following ordinary resolution approving the New Plan.

RESOLVED THAT:

The stock option plan of the Company, substantially in the form attached as Schedule “A” to the Circular, be and is hereby authorized, approved and confirmed.
The performance by any of the directors or officers of the Company of such acts or things necessary or desirable to give effect to the foregoing be and is hereby authorized, approved and confirmed.

To be effective, this resolution must be passed by the majority of votes cast by Shareholders present or represented by proxy 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 voting against the approval of the Plan, the persons named in the enclosed form of proxy intend to vote FOR the approval of the New Plan.

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Asia Now Resources Corp. Management Information Circular

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 four (4) Named Executive Officers: Lukman Wijaya, Harold Roy Shipes, Gaetan Chabot and Julio DiGirolamo. Harold Roy Shipes ceased acting as President and Chief Executive Officer of the Company and Gaetan Chabot ceased acting as Chief Financial Officer on August 1, 2013, and the Company appointed Lukman Wijaya as President and Chief Executive Officer and Julio DiGirolamo as Chief Financial Officer, respectively. 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

Lukman Wijaya, President and Chief Executive Officer

Mr. Wijaya commenced his duties as President & CEO effective August 1, 2013. The duties of Mr. Wijaya, 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. Mr. Wijaya’s compensation is set at US$8,000 per month (US$96,000 annually).

Julio DiGirolamo, Chief Financial Officer

Mr. DiGirolamo, CPA,CA commenced his duties as Chief Financial Officer effective August 1, 2013.The duties of Mr. DiGirolamo, include (i) those duties and responsibilities necessary or incidental to perform the functions of Chief Financial Officer; (ii) providing his expertise for the provision of related management, advisory, governancerelated and consulting services to the Company; (iii) such other duties and responsibilities communicated by the Board. Mr. DiGirolamo’s compensation is set at CDN$7,000 per month (CDN$84,000 annually).

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Harold Roy Shipes, Former President and Chief Executive Officer

On April 27, 2012, the Company appointed Harold Roy Shipes as President and Chief Executive Officer. Mr. Shipes resigned from acting as President and Chief Executive Officer of the Company effective August 1, 2013. Mr. Shipes provided management services to the Company for the period commencing January 1, 2013 and ending on August 1, 2013 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 term of the management services agreement between Mr. Shipes and the Company expired on July 31, 2013 and the parties mutually agreed the term would not be further extended. The agreement did not contain any change of control provisions.

Gaetan Chabot, Former Chief Financial Officer

Mr. Chabot performed 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. Mr. Chabot resigned from acting as Chief Financial Officer of the Company effective August 1, 2013. The agreement did not contain any change of control provisions.

Compensation Committee

As of the Company’s most recent fiscal year end, the Compensation Committee was comprised of three (3) directors, with Mr. Tjokrorahardjo as Chairman of the Compensation Committee and Messrs. Macintosh and Yang as members. Assuming the election at the Meeting of the eight directors as nominated herein, it is anticipated that the current members of the Compensation Committee will continue in their respective capacities as committee members.

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.

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Asia Now Resources Corp. Management Information Circular

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, 2013:

Name and Principal Position	Year	Salary ($)	Share Based Awards ($)	Option Based Awards ($)	Non-Equity Incentive PlanCompensation	Non-Equity Incentive PlanCompensation		Total Compen- sation ($)
					Annual Incentive Plans ($)	Long- Term Incentive Plans ($)	All Other Compen- sation ($)
Lukman Wijaya President, CEO and Director	2013	72,600(1)	Nil	Nil	Nil	Nil	Nil	72,600
Julio DiGirolamo Chief FinancialOfficer	2013	38,500(2)	Nil	Nil	Nil	Nil	Nil	38,500
Harold Roy Shipes Former President, CEO and Director	2013 2012	84,700(3) 129,370(4)	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	84,700(3) 129,370
Dr. Kaihui Yang Former President and Director	2013 2012 2011	Nil 183,966(5) 210,700(6)	Nil Nil Nil	Nil Nil 80,800(7)	Nil Nil Nil	Nil Nil Nil	80,000~~(10)~~ 192,000(8) Nil	80,000 375,966 291,500
Gaetan Chabot Former FinancialOfficer	2013 2012 2011	42,000(3) 80,000 82,000	Nil Nil Nil	Nil Nil 22,450(9)	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	42,000(3) 80,000 104,450

Notes:

(1) Mr. Wijaya received US$40,000 for the period from August 1, 2013 – December 31, 2013, including $30,200 received from joint venture companies in China while acting as their general manager.
(2) Represents the period from July 15, 2013 to December 31, 2013.
(3) Represents the period from January 1, 2013 – August 1, 2013.
(4) Includes signing bonus of $25,000 and regular monthly fees of US$11,667 per month. Mr. Shipes ceased being President and Chief Executive Officer on August 1, 2013.
(5) 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”.
(6) Includes the following amounts received from joint venture companies in China while acting as their general manager: 2011 - $18,700; 2010 - $18,710.
(7) 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.
(8) Lump sum payment in connection with settlement on consulting agreement which ceased to be in force effective April 30, 2012.
(9) 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
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Asia Now Resources Corp. Management Information Circular

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.

(10) Effective April 27, 2012, Dr. Kaihui Wang 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 ended on May 31, 2013 and was not renewed.

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

No option-based awards were outstanding for Named Executive Officers as at the year ended December 31, 2013.

Narrative Discussion

All option-based awards granted up to December 31, 2013 are governed by the Company’s existing amended and restated stock option plan (the “ Existing Option Plan ”). Pursuant to the terms of the Existing 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.

Pension Plan Benefits

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

Termination and Change of Control Benefits

No agreement was in effect as at December 31, 2013 with any Named Executive Officer included termination and change of control benefits.

Compensation of Directors

The table below provides all amounts of compensation to the Board during the year ended December 31, 2013.

Director	Fees Earned ($)(1)	Share- Based Awards ($)	Option- Based Awards ($)	Non-Equity Incentive Plan Compensation ($)	All Other Compen- sation ($)	Total Compen- sation ($)
Harold RoyShipes~~(2)~~	Nil	Nil	Nil	Nil	Nil	Nil
NgTai Chiu	10,360	Nil	Nil	Nil	Nil	10,360
Alex Tjokrorahardjo	8,881	Nil	Nil	Nil	Nil	8,881
Bruce Reid	24,708	Nil	Nil	Nil	Nil	24,708
James Macintosh	33,680	Nil	Nil	Nil	Nil	33,680
Elliott Jacobson~~(3)~~	20,000	Nil	Nil	Nil	Nil	20,000
Dr. Wenjin Yang	Nil	Nil	Nil	Nil	Nil	Nil
Marshall Cooper	Nil	Nil	Nil	Nil	Nil	Nil
Lukman Wijaya	Nil	Nil	Nil	Nil	Nil	Nil

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Asia Now Resources Corp. Management Information Circular

Notes:

(1) Certain 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. Messrs. Ng and Tjokrorahardjo were paid in US dollar and Messrs. Macintosh, Jacobson and Reid were paid in Canadian dollars
(2) Mr. Shipes ceased being a director of the Company on August 1, 2013.
(3) Mr. Jacobson was appointed as a director on August 2, 2013

Narrative Discussion

Effective August 1, 2013, Messrs. Macintosh, Jacobson and Reid were paid a monthly retainer of $3,000 in the case of Mr. Macintosh and $2,500 in the case of Messrs. Jacobson and Reid, respectively. Messrs. Macintosh, Jacobson and Reid also served on a special committee of the Board in 2013 and received an additional $10,000 in the case of Mr. Macintosh and $7,500 in respect of and Messrs. Jacobson and Reid, respectively.

All other 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 is made to compensate for travel time. Directors may be paid other consulting fees at US$700 per day.

Outstanding Option-Based Awards

As at the fiscal year ended December 31, 2013, there were no option-based awards outstanding for the Board and former directors.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Pursuant to the Existing Stock Option Plan, 11,100,000 Common Shares were reserved for issuance, subject to the conditions and restrictions contained therein. As of December 31, 2013, all issued and outstanding options were issued pursuant to the Existing 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.

Plan Category	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)
Equity compensation plans approved bysecurityholders	400,000	$0.26	Nil
Equity compensation plans not approved by security holders	N/A	N/A	N/A
Total	400,000	$0.26	Nil
Note:

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

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.

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Asia Now Resources Corp. Management Information Circular

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, 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 B 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 James Macintosh, David Ng Tai Chiu and Elliott Jacobson with Mr. Macintosh as Chairman of the Audit Committee. Messrs. Macintosh and Jacobson 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 current members of the Audit Committee will continue in their respective capacities as committee 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 CFO of Canuc Resources Corporation. He also serves on the Board of Directors and chairs the audit committees of Carlisle Goldfields Limited, GTA Resources and Mining Inc. and Parkside Resources Corporation. Mr. Macintosh has 28 years experience in the mining industry as an executive and as a mining analyst. For the past 22 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 Silver Mountain Mines Inc. and Atlas Precious Metals Inc.

Elliott M. Jacobson has over 30 years of public accounting experience and has served a wide range of clients from Canadian corporations to multinational organizations. He spent nine years working for Arthur Andersen LLP before joining Mintz & Partners LLP in 1989 (a major regional accounting firm), becoming Partner in 1991. At Mintz & Partners, Mr. Jacobson led the public company audit practice for from 1989 to 2008. In 2008, Deloitte & Touche acquired the public auditing practice of Mintz & Partners, and he continued to lead the audit practice for entrepreneurial public companies in the Greater Toronto Area for Deloitte. In 2010, Elliott retired from the partnership of Deloitte. He is a graduate (September, 2010) of the Director’s Education Program sponsored by the Institute of Corporate Directors (Canada). He obtained his ICD.D designation in October, 2010.

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

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Asia Now Resources Corp. Management Information Circular

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.

Reliance on Certain Exemptions

At no time since the commencement of the Company’s financial year ended December 31, 2013 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 31,2013	$52,730	N/A	$3,000	N/A
December 31,2012	$52,284	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

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.

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Asia Now Resources Corp. Management Information Circular

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, five 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 five independent directors of the Board of eight directors. Messrs. Jacobson, Macintosh, Reid, Ng and 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. Wijaya 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 Chairman of the Company. 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
James Macintosh	Carlisle Goldfields Limited GTA Resources and Mining Inc. Parkside Resources Corporation Silver Mountain Mines Inc.
Bruce Reid	Carlisle Goldfields Limited Rockex Mining Corporation Multivision Communications Corp. Satori Resources Inc. Debut Diamonds Inc.
Elliott Jacobson	SurreyCapital Corp.
Marshall Cooper	Haranga Resources Limited (Australia:ASX)

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.

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Asia Now Resources Corp. Management Information Circular

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.

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 TMX Equity Transfer Services 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, 2013.

GENERAL

Unless specified otherwise, all information contained herein is as of May 8, 2014. 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) “Marshall Cooper” Name: Marshall Cooper Title: Chairman

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Asia Now Resources Corp. Management Information Circular

SCHEDULE A NEW STOCK OPTION PLAN

ASIA NOW RESOURCES CORP. RULES OF THE SHARE OPTION SCHEME

1. DEFINITIONS AND INTERPRETATION

(A) In this Scheme, except where the context otherwise requires, the following expressions have the respective meanings set out opposite them:-
"Adoption Date"

[XXX], the date on which this Scheme was adopted by an ordinary resolution of the shareholders of the Company in a general meeting [and after the Holdcos Shareholder Approval having been obtained];

"associates"

has the meaning ascribed to it in Rule 1.01 of the HK Listing Rules, the latest text of which is extracted in the Annexure hereto;

"Auditors"

the auditors, from time to time, of the Company;

"Board"

the board of directors (as constituted from time to time) of the Company or a committee thereof (as constituted from time to time) appointed for the purpose of administering this Scheme;

"Company"

Asia Now Resources Corp.;

“Consultant”

means, in relation to the Group, an individual (other than an Employee or Director of the Company) or a Consultant Company that:

(a) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to any member of the Group other than services provided in relation to a distribution of securities;
(b) provides the services under a written contract between any member of the Group and the individual or Consultant Company, as the case may be;

(c) in the reasonable opinion of any member of the Groups, spends or will spend a significant amount of time and attention on the affairs and business of any member of the Group; and

(d) has a relationship with any member of the Group that enables the individual to be knowledgeable about the business and affairs of the Group;

“Consultant Company”

"connected person"

"Date of Grant"

“Director”

“Discounted Market Price”

means a Consultant that is a company or corporate entity;

has the meaning ascribed to it in Rule 1.01 of the HK Listing Rules, the latest text of which is extracted in the Annexure hereto;

in respect of an Option and an Eligible Person, means the date on which the Board approves the grant of an Option to that Eligible Person;

means a director or senior officer of the Company;

has the meaning ascribed to such term in the TSX Rules from time to time, which, as of the Adoption Date, means the last closing price of the Company’s Shares on the Stock Exchange less the following maximum discounts based on closing price (and subject, notwithstanding the application of any such maximum discount, to a minimum price per share of $0.05):

Closing Price	Discount
Upto$0.50	25%
$0.51 to $2.00	20%
Above $2.00	15%

"Eligible Employee"

"Eligible Person"

"Exercise Price"

"Expiry Date"

an individual who works full-time for the Group providing services normally provided by an employee and who is subject to the same control and direction by the Group over the details and methods of work as an employee of any member of the Group;

any Eligible Employee, Director and Consultant;

in respect of an Option, means the price per Share at which a Grantee may subscribe for Shares on the exercise of that Option, calculated in accordance with Paragraph 6;

in respect of an Option, means the date of expiry of that Option as specified in the offer letter in respect thereof, provided that if the Expiry Date of any vested Option falls on, or within 9 trading days immediately following, a date upon which such Eligible Person is prohibited from exercising such Option due to a black-out period or other trading restriction imposed by the Company, then the Expiry Date of such Option shall be automatically extended to the tenth trading day following the date the relevant black-out period or other trading restriction imposed by the Company is lifted, terminated or removed, and provided that such Expiry Date shall not be later than

the day last preceding the tenth anniversary of the Date of Grant in respect of such Option (but, which, for the avoidance of doubt, can include the day last preceding the tenth anniversary of the Date of Grant in respect of such option);

"Financial Year"

"Grantee"
"Group"
"HK Listing Rules"

"HK Stock Exchange"

"Holdco(s) "
"Holdcos Shareholders Approval"
"Hong Kong"
“Insider”

"Option"

"Option Period"

a year or other period for which the Company’s consolidated accounts are prepared;
any Eligible Person who is granted (and does not reject) an Option in accordance with the terms of this Scheme or (where the context so permits) a person or persons who, in accordance with the applicable laws of succession is or are entitled to exercise the Option granted to such Grantee (to the extent not already exercised) in consequence of the death of such Grantee;

the Company and its Subsidiaries from time to time;

the Rules Governing the Listing of Securities on the HK Stock Exchange as amended, supplemented or otherwise modified from time to time;

The Stock Exchange of Hong Kong Limited;

means, Lippo China Resources Limited and/or Lippo Limited, each being a company whose shares are listed on the HK Stock Exchange, for so long as the Company remains to be a Subsidiary of the aforementioned companies for the purpose of the HK Listing Rules;
means, for so long as any of the Holdcos remain to be holding companies of the Company for the purpose of the HK Listing Rules, the approval by shareholders of the relevant Holdco on and in accordance with the requirements of the HK Listing Rules;

the Hong Kong Special Administrative Region of the People’s Republic of China;

means: (a) a Director, (b) a director or senior officer of a company that is an Insider or Subsidiary of the Company; or (c) a person that beneficially owns or controls, directly or indirectly, more than 10 per cent of the Shares of the Issuer;

an option to subscribe for Shares granted pursuant to this Scheme;

in respect of an Option, means the period commencing on the Date of Grant and expiring on the Expiry Date;

"Scheme"

this share option scheme, in its present form or as amended from time to time in accordance with the provisions hereof;

"Scheme Mandate Limit" has the meaning ascribed to it in sub-Paragraph 9(A); "SFC" Securities and Futures Commission of Hong Kong; "Shareholders" holders, from time to time, of Shares;
"Shares"
the common shares in the capital of the Company or, if there has been a sub-division, reduction, consolidation, reclassification or reconstruction of the share capital of the Company, the shares forming part of the ordinary share capital of the Company as a result from such sub-division, reduction, consolidation, reclassification or reconstruction;
"Stock Exchange"
The TSX Venture Exchange or the Toronto Stock Exchange, as applicable, being the stock exchange on which the Shares of the Company are primarily listed;
"Subsidiary"
a subsidiary within the meaning of the Companies Ordinance (Cap. 32 of the Laws of Hong Kong) or an entity which is otherwise required to be accounted for as a subsidiary of the Company pursuant to the accounting policies of the Company from time to time;
"Takeovers Code"
the Code on Takeovers and Mergers issued by the SFC;
" Trading Day "
a day on which trading of securities may be conducted on the Stock Exchange in accordance with the Rules and Regulations of the Stock Exchange;
" TSX Rules " the rules and policies of the Stock Exchange in effect from time to time;
"%"
- per cent;
"HK$" and "HK cents" Hong Kong dollars and cents respectively.
(B) In this Scheme, save where the context otherwise requires:-
(i) the headings are inserted for convenience only and shall not limit, vary, extend or otherwise affect the construction of any provision of this Scheme;
(ii) references to ‘Paragraphs’ and ‘sub-Paragraphs’ are references to paragraphs and sub-paragraphs of this Scheme;
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(iii) references to any statute, statutory provision, rule or regulation (including, for the avoidance of doubt, the HK Listing Rules and/or the TSX Rules) or code (including the Takeovers Code) shall be construed as references to such statute, statutory provision, rule or regulation or code as respectively amended, consolidated, re-enacted or otherwise in force from time to time;
(iv) expressions in the singular shall include the plural and vice versa;
(v) expressions in any gender or the third person shall include other genders and the third person; and
(vi) references to persons shall include bodies corporate, corporations, partnerships, sole proprietorships, organisations, associations, enterprises, branches and entities of any other kind whether or not having separate legal identity.

2. STOCK EXCHANGE APPROVAL

(A) This Scheme shall take effect subject to (1) the approval of the Stock Exchange, (2) the passing of an ordinary resolution of the Shareholders in a general meeting and (3) Holdcos Shareholders Approval having been obtained, in each case approving the adoption of the Share Option Scheme and authorising the Directors to grant Options to subscribe for Shares thereunder and to allot and issue Shares pursuant to the exercise of any Options granted under the Share Option Scheme.
(B) If the above conditions are not satisfied on or before the date falling three months after the Adoption Date (or such later date as the Board may decide), the Scheme shall forthwith terminate, and any Option granted or agreed to be granted pursuant to the Scheme and any offer of such grant shall be of no effect and no person shall be entitled to any rights or benefits or be under any obligations under or in respect of the Scheme or any such Option.

3. CONTROL OF THE SCHEME

The Scheme shall be subject to the administration of the Board, whose decision as to all matters arising in relation to the Scheme or its interpretation or effect (save as otherwise provided herein) shall be final and binding on all parties.

4. PURPOSE AND DURATION OF THE SCHEME

(A) The purpose of this Scheme is to provide Eligible Persons with the opportunity to acquire proprietary interests in the Company and to encourage Eligible Persons to work towards enhancing the value of the Company and its Shares for the benefit of the Company and its Shareholders as a whole.
(B) Subject to Paragraph 14, this Scheme shall be valid and effective for the period of ten years commencing on the Adoption Date. On and after the tenth anniversary of the Adoption Date, no further Options shall be granted but in all other respects the provisions of this Scheme shall remain in full force and effect with respect to Options previously granted and remaining outstanding. Options which are granted during the life of this Scheme shall continue to be exercisable in accordance with their terms of issue.
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5. OPTIONS

(A) The Board shall, in accordance with the provisions of this Scheme, be entitled, at any time following the Adoption Date and before the tenth anniversary of the Adoption Date, to offer to grant an Option to any Eligible Person whom the Board may, in its absolute discretion, select and subject to such conditions as it may think fit. Notwithstanding the foregoing, the total number of Shares issuable upon exercise of Options granted to any single Eligible Person, whether or not already a Grantee, in any 12-month period shall be subject to a limit that it shall not exceed 1 per cent of the Shares in issue at the relevant time (the " Individual Limit "). Any grant or further grant of Options to an Eligible Person (whether or not already a Grantee) which would result in the Shares issuable upon exercise of all Options granted to such Eligible Person (including those Shares issued or issuable in respect of exercised, cancelled and/or outstanding Options) in the 12-month period up to and including the proposed Date of Grant exceeding the Individual Limit shall be subject to the obtaining of Holdcos Shareholders Approval in advance, on which approval the Eligible Person and his or her associates (whom are entitled to vote) abstains from voting. Irrespective of Holdcos Shareholders Approval, the total number of Shares issuable upon exercise of Options granted to any single Eligible Person (other than a Consultant), whether or not already a Grantee, in any 12-month period shall be limited 5 per cent of the Shares in issue at the relevant time (the “ 12-month Limit ”). The Company shall send to the Shareholders a circular containing the information required under the HK Listing Rules. The number and terms of Options proposed to be granted to such Eligible Person shall be fixed before Shareholders’ approval or Holdcos Shareholders Approval is sought.
(B) The 12-month Limit indicated in sub-Paragraph (A) shall be 2 per cent in respect of any Consultant.
(C) The 12-month Limit indicated in sub-Paragraph (A) shall be 2 per cent in respect of all Eligible Persons involved in investor relations activities. Such Eligible Persons shall include any Consultant that performs investor relations activities and any Eligible Employee or Director whose role and duties primarily consist of investor relations activities.
(D) It shall be the responsibility of the Company and the Grantee to ensure and confirm that such Grantee is a bona fide Eligible Person on the Date of Grant.
(E) The total number of Shares issuable upon exercise of Options granted to any single Insider, whether or not already a Grantee, in any 12-month period shall be limited 10 per cent of the Shares in issue at the relevant time.
(F) If in accordance with sub-Paragraph (A) the Board determines to offer to grant an Option to an Eligible Person, the Board shall forward to the relevant Eligible Person a letter of offer (in duplicate), in such form as the Board may from time to time determine which states (or, alternatively, documents accompanying the letter of offer which state), inter alia:-
(i) the Eligible Person’s name (and, as applicable, staff number);
(ii) the offer Date;
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- (iii) the number of Shares in respect of which the Option is offered;
- (iv) the Exercise Price and the manner of payment of the Exercise Price for the Shares on, and in consequence of, the exercise of the Option provided that it is noted that no amount shall be payable on application or acceptance of the Option save for the Exercise Price payable upon exercise of the Option;
- (v) the Expiry Date in relation to the Option;
- (vi) the method of exercise of the Option which shall, unless the Board otherwise determines, be as set out in Paragraph 7;
- (vii) such other terms and conditions (including, but not limited to, any vesting period(s), and any minimum performance target(s) that must be reached before the Option can be exercised in whole or in part and any terms as to early termination of an Option) relating to the Option to subscribe for Shares which in the opinion of the Board are fair and reasonable but not being inconsistent with the rules and procedures applicable to the Scheme.
(G) An Option shall be deemed to have been granted to a Grantee on the date on which the Board approves such grant of Option. An Option shall be deemed to have been accepted by a Grantee and to have taken effect when the duplicate letter of offer constituting acceptance of the Option duly signed by an Eligible Person is received by the Company at its registered office in Canada or such other address as is specified in the letter of offer on or before the relevant Acceptance Date. Any Option the offer of grant of which is not so accepted shall be deemed null and void and never to have been granted. No offer of grant of an Option may be accepted in respect of less than the number of Shares in respect of which it is offered. No Grantee of Option is required to pay for the grant of the relevant Option, unless otherwise expressly provided for in accordance with subParagraph 5(D)(iv).
(H)
The Options will not be listed or dealt in on the Stock Exchange.
(I) An Option shall be personal to the Grantee and shall not be assignable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest (legal or beneficial) in favour of any third party over or in relation to any Option or attempt so to do, provided, however that in the case of a Grantee’s death, such Grantee’s Options may be assigned to such Grantee’s heirs. Any breach of the foregoing shall entitle the Company to cancel any outstanding Options or part thereof granted to such Grantee (including, but not limited to, the Option in question).
(J) Any Options granted but not exercised may be cancelled if the Grantee thereof so agrees and, subject to the approval of the Board, the Stock Exchange and disinterested shareholders, new Options may be granted to that Grantee provided that such new Options are granted with the available unissued options (excluding the Options so cancelled) within the limits prescribed in Paragraph 9 and are otherwise granted in accordance with the terms of the Share Option Scheme. For greater certainty, the grant of an Option to a Grantee within 1 year of cancellation of an Option held by such Grantee shall be deemed to be an amendment to such cancelled Option.
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(K) Each grant of Options to any Eligible Person who is a director, chief executive or substantial shareholder of the Company and/or of any of the Holdcos, or any of his or her associates shall be subject to the prior approval of the independent non-executive directors of the Company (excluding any independent non-executive director in the circumstances where he or she is the proposed Grantee).

Where any grant of Options to any Eligible Person who is a substantial shareholder an independent non-executive director of the Company and/or of any of the Holdcos, or any of his or her associates would result in the Shares issued and issuable upon exercise of all Options already granted and to be granted to such person (including those Shares issued or issuable in respect of exercised, cancelled and/or outstanding Options) in the 12-month period up to and including the date of such grant:

(i) representing in aggregate over 0.1 per cent. (or such other percentage as may from time to time be specified by the HK Stock Exchange) of the Shares in issue; and
(ii) having an aggregate value, based on the closing price of the Shares as stated in the daily quotations sheets issued by the Stock Exchange on the Date of Grant, in excess of HK$5 million or its equivalence in any currency (or such other amount as may from time to time be specified by the HK Stock Exchange),

such grant of Options shall be subject to prior Holdcos Shareholder Approval by way of resolution of the relevant shareholders of Holdcos, as the case may be, (voting by way of poll) on which all connected persons of the relevant Holdcos abstain from voting in favour; save that (for the avoidance of doubt), any connected person may, without affecting the validity of the relevant resolution, vote against the relevant resolution at the general meeting provided that its intention to do so has been stated in the circular to be sent to the shareholders of the Holdco in connection therewith.

(L) A grant of Options may not be made after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision until such price sensitive information has been published in accordance with the HK Listing Rules or applicable Canadian securities laws, including TSX Rules. In particular, during the period commencing one month immediately preceding the earlier of (i) the date of the meeting of the Board (as such date is first notified to the HK Stock Exchange and/or the Stock Exchange under the HK Listing Rules or TSX Rules) for the approval of the Company’s results for any year, half-year, quarterly or any other interim period (whether or not required under the HK Listing Rules or TSX Rules), and (ii) the deadline for the Company to publish an announcement of its results for any year or half-year under the HK Listing Rules or TSX Rules, or quarterly or any other interim period (whether or not required under the HK Listing Rules or TSX Rules) and ending on the date of the results announcement, no Options may be granted.

6. EXERCISE PRICE

(A) The Exercise Price in relation to each Option shall be determined by the Board in its absolute discretion but in any event shall not be less than the highest of (i) the closing price of the Shares as stated in the daily quotations sheet of the Stock Exchange on the Date of Grant; (ii) the average closing price of the Shares as stated in the daily quotations
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sheet of the Stock Exchange for the five Trading Days immediately preceding the Date of Grant; and (iii) the Discounted Market Price.

(B) Disinterested shareholder approval will be required in the case of amendments related to a reduction in the Exercise Price for Options held by Insiders.

7. EXERCISE OF OPTIONS

(A) An Option may, subject to the terms and conditions upon which such Option is granted, be exercised in whole or in part in the manner set out in this Paragraph 7. An Option may be exercised during the Option Period only by the Grantee (including legal personal representatives of an Eligible Person to whom the Option was granted) giving notice in writing to the Company (in such form as the Company may require, either generally or on a case by case basis) stating that the Option is thereby exercised and the number of Shares in respect of which it is exercised. Where the Option is exercised in part, it must be exercised for such number of Shares as represent the board lot for dealings in Shares traded on the Stock Exchange, or an integral multiple thereof, save that any last exercise of an Option over the residual balance of Shares the subject of such Option may be exercised in full irrespective of whether or not such Shares represent a board lot or an integral multiple thereof. Each such notice must be accompanied by a remittance and/or cheque and/or cashier order for the full amount of the Exercise Price for the Shares in respect of which the notice is given. Within 28 days after receipt of the notice and the remittance and/or cheque and/or cashier order, the Company shall allot and issue the relevant Shares to the Grantee (or his or her legal personal representatives) credited as fully paid and non-assessable and issue to the Grantee (or his or her nominee or legal personal representatives) certificates in respect of the Shares so allotted.
(B) The Board may postpone or adjust the exercise of any Option or the issue of any Shares pursuant to this Scheme as the Board in its discretion may deem necessary in order to permit the Company to effect or maintain qualification of this Scheme or the Shares issuable pursuant thereto under the securities laws of any applicable jurisdiction, or to determine that the Shares and this Scheme are exempt from such registration. The Company is not obligated by any provision of this Scheme or any grant hereunder to sell or issue shares in violation of any applicable law. In addition, so long as the Shares are listed on the Stock Exchange, the Company has no obligation to issue any Shares pursuant to this Scheme unless the Shares have been duly listed, upon official notice of issuance, on the Stock Exchange on which the Shares are listed for trading.
(C) No Option may be exercised by an Eligible Employee until such Eligible Employee has been in continuous employment with the Company or its Subsidiary or has been appointed as a Director for a period of one calendar year from the date of such Eligible Employee's commencement of employment with or appointment by the Company or its Subsidiary.
(D) In respect of an Eligible Person who is not an Eligible Employee, the Board may in its absolute discretion specify such minimum period (which shall be documented in the letter of offer referred to in sub-Paragraph 5(D)) for which an Option must be held before such Option can be exercised. In respect of an Eligible Person (whether or not an Eligible Employee), the Board may in its absolute discretion make, in individual cases, the exercise of an Option conditional on the achievement of minimum performance target(s) which shall be documented in the letter of offer referred to in sub-Paragraph 5(D).
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(E) Subject to the terms and conditions upon which such Option is granted, an Option may be exercised by the Grantee (including legal personal representatives of an Eligible Person to whom the Option was granted) at any time during the Option Period, provided that:-
(i) in the event of the Grantee ceasing to be an Eligible Person for any reason other than his or her death, retirement, ill health, termination for cause, or any of the circumstances set out in sub-Paragraph 8(A)(iv)(b), the Option shall lapse six months after the date of such cessation, which date shall be the last actual working day on which the relevant Eligible Person was at work with a member of the Group or on which salary is paid whether in lieu of notice or not (whichever is later) or such longer period as the Board may determine, and shall not be exercisable thereafter, unless the Board determines otherwise (and whether such determination is made before or after the date of such cessation), in which event the Option shall be exercisable to the extent and within such period as the Board may determine, provided that such date shall not be later than 12-months following the date of cessation;
(ii) in the event the employment, directorship or consulting arrangement of a Grantee is terminated for cause, all vested and unvested Options held by such Grantee will immediately terminate and become null, void and of no effect on the date on which any member of the Group gives a notice of termination for cause to such Grantee. For purposes of the Scheme, the employment, directorship or consulting arrangement of a Grantee shall conclusively be deemed to have been terminated on the date that such Grantee received notice of termination (and for greater certainty shall not include any notice period required by any applicable statute or common law);
(iii) in the event of the Grantee (who is an Eligible Person) ceasing to be an Eligible Person by reason of his or her death, retirement or ill health provided that at the date of cessation, none of the events for termination of employment mentioned in sub-Paragraphs 8(A)(iv) and 8(B) exists with respect to such Eligible Person, such Eligible Person (being Grantee of Options) (or their respective legal personal representative) may exercise the Option up to their respective entitlements at such date of cessation (to the extent not already exercised) within the period of 12 months following the date of such cessation;
(iv) if a general offer (other than one by way of scheme of arrangement) is made to all the holders of Shares (or all such holders other than the offeror, any person controlled by the offeror and any person acting in concert with the offeror) and such offer becomes or is declared unconditional prior to the expiry date of the relevant Option, the Company shall forthwith give notice thereof to the Grantee and the Grantee shall be entitled to exercise the Option to its full extent or, if the Company shall give the relevant notification, to the extent specified by the Company pursuant to sub-Paragraph (F)(ii) at any time within such period as shall be specified by the Company;
(v) if a general offer by way of plan of arrangement or amalgamation is made to all the holders of Shares and has been approved at the requisite meetings in the manner prescribed by the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) and the Takeovers Code, the Company shall forthwith give notice
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thereof to the Grantee and the Grantee may at any time thereafter (but before such time as shall be specified by the Company) exercise the Option to its full extent or, if the Company shall give the relevant notification, to the extent specified by the Company pursuant to sub-Paragraph (F)(ii);

(vi) in the event a notice is given by the Company to its shareholders to convene a shareholders’ meeting for the purpose of considering and, if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall forthwith give notice thereof to the Grantee and the Grantee may at any time thereafter (but before such time as shall be specified by the Company) exercise the Option to its full extent or, if the Company shall give the relevant notification, to the extent specified by the Company pursuant to sub-Paragraph (F)(ii), and the Company shall as soon as possible, and in any event no later than three days prior to the date for which the shareholders’ meeting is convened, allot, issue and register in the name of the Grantee such number of fully paid Shares as fall to be issued on exercise of such Option; and
(vii) in the event of any plan of arrangement or amalgamation between the Company and its members and/or creditors (other than a scheme of arrangement contemplated in sub-Paragraph (E)(iv) above), the Company shall, having given notice of the meeting to its members and/or creditors to consider such scheme, forthwith give notice of the same to the Grantee, and the Grantee may at any time thereafter (but before such time as shall be specified by the Company) exercise the Option to its full extent or, if the Company shall give the relevant notification, to the extent specified by the Company pursuant to sub-Paragraph (F)(ii).
(F) For the purpose of this Paragraph 7:
(i) any references to exercising an Option shall refer to exercising that Option up to the extent not already exercised;
(ii) pursuant to sub-Paragraphs (E) (iii), (iv), (v) and (vi), the Company may, in its discretion, notwithstanding the terms of the relevant Option, at the same time as giving the notice provided for under each of those paragraphs, also give notification to a Grantee that his or her Option may be exercised at any time within such period as shall be specified by the Company and/or to the extent (not being less than the extent to which it could then be exercised in accordance with its terms) specified by the Company; and
(iii) if the Company gives the notification under sub-Paragraph (F)(ii) that an Option can be exercised in part only, the balance of the Option shall, on the giving of such notification, lapse.
(G) The Shares to be allotted and issued upon the exercise of an Option shall be subject to all the provisions of the articles of the Company for the time being in force and will rank pari passu in all respects with the fully paid Shares in issue on the date the name of the Grantee (or his or her legal personal representatives) is registered on the register of members of the Company. Prior to the Grantee (or legal personal representatives) being so registered, the Grantee (or legal personal representatives) shall not have any voting rights nor rights to participate in any dividends or distributions (including those arising
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on a liquidation of the Company) in respect of the Shares to be allotted and issued upon the exercise of the Option.

(H) The Board shall have discretion as to the interpretation and application of the Scheme (including but not limited to discretion to grant waivers or extensions of any period specified in the Scheme or any letter of offer) to the extent such interpretation or application is not contrary to the explicit provisions hereof or of Chapter 17 of the HK Listing Rules and/or the TSX Rules.

8. EXPIRY OF OPTION

(A) An Option shall lapse automatically (to the extent not already exercised) on the earliest of:-
(i) the Expiry Date;
(ii) the expiry of any of the periods referred to in sub-Paragraph 7(E);
(iii) subject to sub-Paragraph 7(E)(v), the date of commencement of the winding-up of the Company;
(iv) in the case of a Grantee (who is an Eligible Employee of any member of the Group):
- (a) subject to sub-paragraph 7(E), six months after he or she ceases to be an Eligible Employee, following his or her resignation from the employment of any member of the Group (unless the Board determines otherwise (and whether such determination is made before or after the date of such cessation), in which event the Option shall lapse after such period, not being more than six months after the date of cessation, as the Board may determine); or
- (b) the date on which his or her employment with any member of the Group is terminated on the grounds that he or she is summarily dismissed, is guilty of serious misconduct, is declared bankrupt or makes an arrangement or composition with his or her creditors generally, or is convicted of any criminal offence involving his or her integrity or honesty;
(v) in the case of a Grantee which is not an individual, the date on which it appears either to be unable to pay or to have no reasonable prospect of being able to pay its debts or becomes insolvent or makes any arrangement or composition with its creditors generally or the circumstances in which the Option shall lapse as specified by the Board in the letter of offer referred to in sub-Paragraph 5(D) occur; and
(vi) the date on which the Board shall exercise the Company's right to cancel the Option at any time after the Grantee commits a breach of sub-Paragraph 5(I).
(B) If the Grantee is an Eligible Employee, notwithstanding any other term of this Scheme or
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of the grant of the relevant Option (but subject always to any waiver or extension granted by the Board), such Option granted to such Grantee shall lapse automatically (to the extent not already exercised) should the relevant Eligible Employee cease to be employed by or hold office at the Company or any Subsidiary for any reason whatsoever (other than the events stated in Paragraph 7(E)(i)) during the 6-month period following the Offer Date.

9. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION

(A) The overall limit on the number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the Scheme and other share option schemes of the Company must not exceed 20 per cent of the Shares in issue on the Adoption Date.
(B) In addition, the maximum number of Shares in respect of which Options may be granted under this Scheme shall not (when aggregated with any Shares subject to grants made after the Adoption Date pursuant to any other share option scheme(s) of the Company) exceed the limit of 10 per cent of the issued share capital of the Company on the Adoption Date (the "Scheme Mandate Limit"). Options lapsed in accordance with Paragraph 8 or rejected in accordance with sub-Paragraph 5(I) shall not be counted for the purpose of calculating the Scheme Mandate Limit.
(C) The Scheme Mandate Limit referred to in sub-Paragraph 9(B) may be renewed at any time subject to prior Stock Exchange approval, Shareholders’ approval and Holdcos Shareholders Approval but in any event shall not exceed 10 per cent of the issued share capital of the Company as at the date of approval of the renewal of the Scheme Mandate Limit. Options previously granted under the Scheme (including those outstanding, cancelled, lapsed or exercised) shall not be counted for the purpose of calculating the limit as renewed.

10. CAPITAL RESTRUCTURING

In the event of any alteration in the capital structure of the Company whilst any Option remains exercisable, whether by way of capitalisation of profits or reserves, consolidation, sub-division or reduction of share capital of the Company, or otherwise howsoever (except on an issue of securities of the Company as consideration in a transaction which shall not be regarded as circumstances requiring alteration or adjustment) such corresponding alterations (if any) shall be made in:-

(i) the number of Shares subject to any Option so far as such Option remains unexercised;
(ii) the Exercise Price; and/or
(iii) the method of exercise of the Option,

or any combination thereof, and, provided always, that:

13 -
(a) any such adjustments shall give a Grantee the same proportion of equity capital of the Company as that to which that Grantee was entitled prior to such adjustment; and
(b) no adjustment shall be made the effect of which would be to enable a Share to be issued at less than Discounted Market Price.

In respect of any such adjustments, the Auditors or an independent financial adviser engaged by the Company must confirm to the directors of the Company in writing that the adjustments proposed satisfy the requirements of the relevant provisions of the HK Listing Rules as interpreted from time to time by the HK Stock Exchange.

The Auditors or the independent financial adviser (as the case may be) shall act as experts and not as arbitrators and their certificate shall, in the absence of manifest error, be final and binding on the Company and the Grantee. The costs of the Auditors or the independent financial adviser (as the case may be) shall be borne by the Company.

11. INCREASE IN SHARE CAPITAL

Subject to sub-Paragraph 7(D), the Board shall at all times set aside for the purposes of the Scheme, out of the authorised but unissued share capital of the Company, such number of Shares as the Board may from time to time determine to be sufficient to meet subsisting requirements for the exercise of Options.

12. DISPUTES

Any dispute arising under or in connection with this Scheme (whether as to the number of Shares the subject of an Option, the amount of the Exercise Price or otherwise) shall be referred to the decision of the Auditors or an independent financial adviser who shall act as experts and not as arbitrators and whose decision shall, in the absence of manifest error, be final and conclusive and binding on all persons who may be affected thereby.

13. ALTERATION OF THE SCHEME

(A) Subject to the prior approval of the Stock Exchange and sub-Paragraph (B), the Board may amend any of the provisions of the Scheme (including without limitation amendments in order to comply with changes in legal or regulatory requirements and amendments in order to waive any restrictions, imposed by the provisions of the Scheme, which are not required by the HK Listing Rules) at any time, but not so as to affect adversely any rights which have accrued to any Grantee at that date except with:
(i) the consent in writing of all such Grantees; and
(ii) disinterested shareholder approval, if required by HK Listing Rules or TSX Rules,

in either case, supported by consideration (if any), as may be necessary to give legal effect to the amendment.

14 -
(B) Any provisions of this Scheme which relate to the matters set out in Rule 17.03 of the HK Listing Rules (as amended and being in force from time to time) cannot be altered to the advantage of Grantees or prospective Grantees, and no changes to the authority of the Board in relation to any alteration of the terms of this Scheme shall be made, without the prior approval of Shareholders in general meeting and prior Holdcos Shareholder Approval. Any alterations to the terms and conditions of this Scheme which are of a material nature or any change to the terms of Options granted which is of a material nature shall not be effective unless approved by the Shareholders in general meeting and obtaining Holdcos Shareholder Approval, except where the alterations take effect automatically under the existing terms of this Scheme. This Scheme so altered must comply with the HK Listing Rules.

14. TERMINATION

The Company by resolution in general meeting or the Board may at any time terminate the operation of the Scheme and in such event no further Options shall be granted hereunder but in all other respects the provisions of this Scheme shall in all other respects remain in force and Options granted prior to such termination shall continue to be valid and exercisable in accordance with this Scheme.

15. GENERAL

(A) The Company shall bear the costs of establishing and administering this Scheme.
(B) A Grantee shall be entitled to inspect copies of all notices and other documents sent by the Company to its Shareholders at the same time or within a reasonable time of any such notices or documents being sent, which shall be made available for inspection during normal office hours at the registered office of the Company in Canada or such other place in in Canada as the Company may advise that Grantee on the latter’s request to make such inspection.
(C) Any notices, documents or other communication between the Company and a Grantee shall be in writing and may be given by e-mail, prepaid post or by personal delivery to, in the case of the Company, its registered office in Canada and, in the case of the Grantee, his or her address as notified by not less than 10 Business Days prior notice in writing to the Company from time to time.
(D) Any notice or other communication served:-
(i) by the Company shall be deemed to have been served at the time it was has been sent by e-mail, 24 hours after the same was put in the post or if delivered by hand, when delivered; and
(ii) by the Grantee shall not be deemed to have been received until the notice in writing shall have been received by the Company.
(E) All allotments and issues of Shares pursuant to this Scheme shall be subject to any necessary consents under the relevant laws, enactments or regulations in Hong Kong. A Grantee shall be responsible for obtaining any governmental or other consent that may be
15 -

required by that Grantee for or in connection with the grant or exercise of an Option. The Company shall not be responsible for any failure by a Grantee to obtain any such consent or for any tax or other liability to which a Grantee may become subject as a result of participation in this Scheme.

(F) This Scheme is discrete from and shall not form part of any contract of employment or other contract between any member of the Group and any Eligible Person or Grantee, and the rights and obligations of any such person or Grantee under the terms of his or her office or employment or other contract shall not be affected by his or her participation in this Scheme or any right which he may have to participate in it and this Scheme shall afford such Eligible Person or Grantee no additional rights to compensation or damages in consequence of the termination of such office or employment for any reason. This Scheme shall not confer on any person any legal or equitable rights (other than those constituting the Options themselves) against the Company directly or indirectly or give rise to any cause of action at law or in equity against the Company.

16. GOVERNING LAW

This Scheme and all Options granted hereunder shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

ANNEXURE

DEFINITIONS AS EXTRACTED FROM RULE 1.01 OF THE LISTING RULES:-

“associate”

(a) in relation to an individual means:—

(i) his spouse;

(ii) any child or step-child, natural or adopted, under the age of 18 years of such individual or of his

spouse (together with (a)(i) above, the “family interests”);

(iii) the trustees, acting in their capacity as such trustees, of any trust of which he or any of his family interests is a beneficiary or, in the case of a discretionary trust, is (to his knowledge) a discretionary object; and

(iv) [Repealed 3 June 2010]

((v) any company in the equity capital of which he, his family interests, and/or any of the trustees referred to in (a)(iii) above, acting in their capacity as such trustees, taken together are directly or indirectly interested so as to exercise or control the exercise of 30% (or such other amount as may from time to time be specified in the Takeovers Code as being the level for triggering a mandatory general offer) or more of the voting power at

16 -

general meetings, or to control the composition of a majority of the board of directors and any other company which is its subsidiary; and

(b) in relation to a company means:—

(i) any other company which is its subsidiary or holding company or is a fellow subsidiary of any such holding company;

(ii) the trustees, acting in their capacity as such trustees, of any trust of which the company is a beneficiary or, in the case of a discretionary trust, is (to the company’s knowledge) a discretionary object; and

(iii) [Repealed 3 June 2010]

(iv) any other company in the equity capital of which the company, such other companies referred to in (b)(i) above, and/or any of the trustees referred to in (b)(ii) above, acting in their capacity as such trustees, taken together are directly or indirectly interested so as to exercise or control the exercise of 30% (or such other amount as may from time to time be specified in the Takeovers Code as being the level for triggering a mandatory general offer) or more of the voting power at general meetings, or to control the composition of a majority of the board of directors and any other company which is its subsidiary;

(c) Insofar as a depositary is acting in its capacity as a depositary for depositary receipts, it shall not be treated as an associate of holders of the depositary receipts for the purposes of (a) and (b) merely by reason of the fact that it is holding the shares of the issuer for the benefit of the holders of the depositary receipts.

“connected person”

(a) in relation to a company other than a PRC issuer, and other than any subsidiaries of a PRC issuer, means a director, chief executive or substantial shareholder of such company or any of its subsidiaries or an associate of any of them; and

(b) in relation to a PRC issuer means a director, supervisor, chief executive or substantial shareholder of the PRC issuer or any of its subsidiaries or an associate of any of them.

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SCHEDULE B AUDIT COMMITTEE CHARTER ERROR! BOOKMARK NOT DEFINED.

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.

TOR_LAW\ 8418212\6

(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
B-2 -

TOR_LAW\ 8418212\6

(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.
B-3 -

TOR_LAW\ 8418212\6

AI assistant

Asiasec Properties Limited — Proxy Solicitation & Information Statement 2014

49086_rns_2014-05-18_a693facc-fda2-4934-958e-27eff5a344b7.pdf

LIPPO LIMITED

力寶有限公司

LIPPO CHINA RESOURCES LIMITED

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 8, 2014

for the Annual and Special Meeting of Shareholders to be held on Wednesday, June 18, 2014

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. Election of Directors

Nomination Rights

Shareholder Nominees

3. Appointment of Auditors

4. Approval of Stock Option Plan

Description of the Plan

Effect of Plan on Previously Issued Outstanding Stock Options

RESOLVED THAT:

5. Other Business

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Named Executive Officers

Management Contracts

Lukman Wijaya, President and Chief Executive Officer

Julio DiGirolamo, Chief Financial Officer

Harold Roy Shipes, Former President and Chief Executive Officer

Gaetan Chabot, Former Chief Financial Officer

Compensation Committee

Option-Based Awards

Summary Compensation Table

Narrative Discussion

Incentive Plan Awards

Outstanding Option-Based Awards

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

Asiasec Properties Limited Proxy Solicitation & Information Statement 2014