DEVELOP GLOBAL LIMITED — Regulatory Filings 2013

Apr 21, 2013

Middletons

No. 0550 $P. 1$

22 April 2013

By Facsimile Only: 1300 135 638

Company Announcements Office ASX Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Sir

Initial Notice of a Substantial Holding

We attach an initial notice of a substantial holder submitted by Zheng Shizao and Henghou Industries (Hong Kong) Ltd in respect of their interest in Venturex Resources Ltd.

Yours faithfully

K Q 'afu K&L Gates

cc. Venturex Resources Ltd By Facsimile: +61 8 9463 7836

PO Box 26226 Perth WA 6000 DX 60701 Perth kigates,com

Level 32 44 St Georges Terrace Perth WA 6000 Australia telephone: +61 8 9216 0900 facsimile: +61 8 9216 0901

603 page 2/2 16 July 2001

Form 603 Corporations Act 2001

Notice of initial substantial holder

To Company Name/Scheme	Venturex Resources Limited
ACN/ARSN	122 180 205
1. Details of substantial holder (1) Name ACN/ARSN (if applicante)	Henghou Industries (Hong Kong) Ltd and Zheng Shizao NA.
The holder became a substantial holder on	16/04/2013

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4) ---------	__ Number of securities استعد	_______ --------------------------------------- Person's votes (5) DE LA CARACTER DE LA CARACTER DE LA CARACTER DE LA CARACTER DE LA CARACTER DE LA CARACTER DE LA CARACTER DE LA	-------------------------------------- Voling power (e)
Fully ordinary paid shares (Shares) . www.	$-433.77$ 196. ______	96,433.771	7000000 5.72%

3. Datails of relevant Interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows.

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Henghou Industries (Hong Kong) Ltd	Registered holder of Shares purchased. under the Subscription Agreement dated I 112 April 2013, a copy of which is annexed to this notice and marked Annexure A.	60.000.000
Hanghou Industries (Hong Kong) Ltd	Registered holder of Shares purchased lon-market.	36.433.771
Zheng Shizao	A relevant interest pursuant to section 608(3)(b) of the Corporations Act 2001. (Cth) as Henghau Industrias (Hong- (Kong) Ltd is controlled by Zheng Shizao.	96.433.771

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as frolder (8).	Class and number of securities
Industries lHenghou . Kong) Ltd and Zheng Shizao.	iLtd.	. (Heng. Henghou Industries (Hong Kong) Henghou Industries (Hong Kong) 86,433,771 rna

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition Consideration (9)		---------------------------------------	Class end number of sécurities
		Cash	Non-cash
Henghou (Hong Industries Kong) Ltd and Zheng Shizao	18/04/2013	\$1,200.000		60.000.000
Henghou Industries (Hong- Kong) Ltd and Zheng Snizan	09/04/2013	515,558		615.238
Henghou Industries (Hang Kong) Ltd and Zhang Shizap	08/04/2013	$S = 5.903$		1.827.000
(Hong) Henghou Industries. Kong) Ltd and Zheng Shizao	05/04/2013	51.256		150.DQO

$\delta \phi_{\rm{max}}$

$\frac{1}{2}$

l,

$\frac{1}{\beta}$

Henghou Industries. (Hong Kong) Lid and Zheng Shizao	04/04/2013	531.813.	1.241,718
Henghou Inqustries (Hang Kong) Ltd and Zhang Shizao	27/03/2013	511.256	400,000
Henghou Industries (Hong Kong) Lid and Zheng Shizao	26/03/2013	513.095	465.358
Henghou, Industries (Hong- Kong) Lid and Zheng Shizao	22/03/2013	\$26.733	950.000
Henghou. Industries (Hong, Kong) Lid and Zheng Shizao	21/03/2013	511.256	400.000
Henghou industries: (Hong: Kong) Lid and Zheng Shizao	20/03/2013	557.529	1,979,644
Henghou Industries (Hong. Kang) Ltd and Zheng Shizan	19/03/2013	53,575.	120,356
Henghou Industries (Hong Kong) Lid and Zhang Shizao	27/02/2013	S4.362	120.567
Henghou. Industries (Hang Kong) Ltd and Zheng Shizao	25/02/2013	51.962	54.221
Henghou industries (Hong Kong) Ltd and Zheng Shizao	22/02/2013	513,588	366.000
Henghou Industries (Hong Kong) Lid and Zheng Shizao	21/02/2013	595.464	2.713.971
Industries. Henghou (Hong Kong) Lid and Zheng Shizan	20/02/2013	537,a1 7	1.032.261-
Henghou Industries (Hong Kong) Lid and Zheng Shizao.	19/02/2013	\$40.818	1,271.000
Henghau Industries (Hong Kong) Lid and Zheng Shizao	18/02/2013	517.544	49B 766
Henghou Industries (Hong Kong) Lid and Zhang Shizao	15/02/2013	53 6 I B	100,000
Henghou Industries (Hong (Kong) Lid and Zheng Shizan	14/02/2013	310.553	300,000
Henghau Industries (Hang Kong) Ltd and Zheng Shizao	12/02/2013	557.161	1.625.038
Henghou Industries (Hong Kong) Ltd and Zheng Shizao.	11/02/2013	\$35,176	1.000.000
Henghou Industries (Hong Kong) Lid and Zhang Shizao	08/02/2013	551,771	1.471.510
Henahou Industries (Hang Kong) Ltd and Zheng Shizan	07/02/2013	\$15,745	447.611
Henghou Industries (Hong Kong) Lid and Zheng Shizao	04/02/2013	816,405	480,000
Henghou Industries (Höng (Kong) Ltd and Zheng Shizao.	31/01/2013	\$89.674	2.353.330
Henghou industries (Hong Kong) Lid and Zheng Shizan	30/01/2013	585.609	2.241.670
Henghou. Industries (Hang Kong) Ltd and Zheng Shizao.	29/01/2013	537,582	983 545.
Henghou Industries (Hong Kong) Lid and Zheng Shizzo.	25/01/2018	\$3,819	100.000
Henghou Industries (Hong Kong) Lid and Zheng Shizan	24/01/2013	5153.996	3,830.000
Henghou Industries (Hong Kong) Ltd and Zheng Shizao	23/01/2013	\$136,178	3.400.000
Henghou Industries (Hong. Kong) Lid and Zheng Shizao	22/01/2013	551.853	1,300,000
Henghou Industries (Hong. Kong) Lid and Zheng Shizao	21/01/2013	\$13.467	335.000
Henghou Industries (Hong Kong) Lid and Zheng Shizao	18/01/2013	S-14,220	1,150,000
Henghou Industries (Mong Kong) Lid and Zheng Shizao	17/01/2013	\$27.878.70	800,000
Henghou Industries (Hong Kong) Ltd and Zheng Shizaq	15/01/2013	512,285,01	406.867

6. Associates

The reesons the persons riamed in paragraph 3 above are associates of the substantial holder are as follows:

. Name and ACN/ARSN (if applicable)	STATISTICS IN AN ARTICLE PARK AND PERMIT ANNOUNCEMENT PRODUCTIONS AND RESIDENTS OF THE RESIDENTS OF THE PERMIT AND RESIDENTS. AND RESIDENTS OF THE RESIDENTS OF THE RESIDENTS OF THE RESIDENTS OF THE RESIDENTS OF THE RESIDENTS OF THE RESIDENTS OF THE RESI ***** Nature of association
in a	WASHINGTON ******** N/A

7. Addresses

The addresses of persons named in this form are as follows:

Namä Program Material Advisers	Address
Henghou Industries (Hong Kong) Ltd	59F Bank of China Tower 1 Garden Road Central Hong Kong
Zheng Shizao	No. 328 Wangchun Road, Ningbo. Zhejlang, China

Signature

	print name Zheng Shizan	.capacity	Director
sign here	PERSONAL $\cancel{\mathcal{W}}$ 48	The Company of Company's Company's Company's Company's Company's Company's Company's Company's Company's Compa date.	MAAANA 19/04/2013

DIRECTIONS

• If there are a number of substantial holders with aimilar or related relevant interests (eg. a corporation and its related corporations, or the manager and
  trustee of an equity trust), the names could be included in an ann $(1)$ It'sy may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members. is clearly set out in paragraph 7 of the form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(3)$ See the definition of "ralevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• The voling shares of a company constitute one class unless divided into separate classes. $\left( 4\right)$
• $(5)$ The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
• $(5)$ The person's voles divided by the total voles in the body corporate or sciteme multiplied by 100.
• $\langle \hat{Z} \rangle$ Include details of
• $\langle a \rangle$ any relevant agreement or other circumstances by which the relevant interest was acquired. It subsection B71B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract; scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement, and
• $(b)$ any qualitication of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant Interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• $(3)$ If the substantial holder is unable to determine the identity of the person (eg. if the relevant inferest arises because of an option) write "unknown."
• Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or $(9)$ may, become entitled to receive in relation to that acquisition. Details must be included even if the banefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even it they are not paid directly to the person from whom the relevant interest was acquired

ANNEXURE A Venturex Resources Limited ACN 122 180 205 Subscription Agreement

This is Annexure A referred to in Form 603 (Notice of initial substantial holder) and I. Zheng Shizao, certify that the attached agreement is a true copy of the relevant subscription agreement of 9 pages between Venturex Resources Limited and Henghou Industries (Hong Kong) Limited, which was signed by me and dated 12 April 2013.

Signature

Director Position 22. Apr. 2013 10:25

Middletons

$\mathcal{S}$

No. 0550 P. 6

$\bar{z}$

VENTUREX RESOURCES LIMITED ACN 122 180 205 (Company)

and

HENGHOU INDUSTRIES (HONGKONG)LIMITED
(an entity registered in Hong Kong) (Subscriber)

SUBSCRIPTION AGREEMENT

$\mathcal{N} \rightarrow \mathcal{N}$

THIS AGREEMENT is made the	$12-4$ day of	April	2013

BETWEEN

VENTUREX RESOURCES LIMITED (ACN 122 180 205) of Level 2, 91 Havelock Street, West Perth, Western Australia (Company):

AND

HENGHOU INDUSTRIES (HONGKONG) LIMITED, (an entity registered in Hong Kong)of No. 328 Wangchun Road, Ningbo, Zhejiang, China (Subscriber).

RECITALS

• The Subscriber has agreed to subscribe for and the Company has agreed to А. issue the Placement Shares at the Subscription Price.
• The Parties enter into this Agreement to record the terms of the Subscription. В.

IT IS AGREED as follows:

$\mathbf{L}$ DEFINITIONS

In this Agreement:

Agreement means the agreement constituted by this document and includes the recitals and the schedule.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the listing rules of the ASX as amended from time to time.

Business Day means a day on which banks are open for business in Perth, Western Australia, excluding a Saturday or a Sunday or a public holiday.

Completion means completion of the Subscription on the Subscription Date in accordance with this Agreement.

Corporations Act means the Corporations Act 2001 (Cth).

Partymeans a party to this Agreement and Parties means both of them.

Placement Shares means 60,000,000 Shares.

Sharemeans a fully paid ordinary share in the capital of the Company.

Shareholdermeans a holder of Shares.

Subscriptionmeans the subscription by the Subscriber for the Placement Shares at the Subscription Price in accordance with the terms of this Agreement.

Subscription Datemeans 17 April 2013, or such other date as agreed by the Parties in writing.

Subscription Pricemeans A\$0.02 per Placement Share, being an aggregate amount of A\$1,200,000.

WST means Western Standard Time, as observed in Perth, Western Australia.

SUBSCRIPTIONFOR AND ISSUE OF PLACEMENT SHARES $\overline{2}$

The Subscriber (or its nominee) must subscribe for and pay the Subscription Price for the Placement Shares and the Company must issue the Placement Shares to the Subscriber (or its nominee) on the terms and conditions of this Agreement.

COMPLETION $\mathbf{3}$ .

Subscription and payment of Subscription Price $3.1$

• On or before the Subscription Date, the Subscriber must deliver to the (a) Company an application form duly executed by the Subscriber (or its nominee), in the form set out in the Scheduleto this Agreement, or any other form that the Company agrees to accept.
• On the Subscription Date, the Subscriber must pay to the Company the $(b)$ Subscription Price in Australian Dollars into the Company's nominated account, as directed by the Company not less than 2 Business Days before the Subscription Date.

Allotment and issue of the Placement Shares $3.2$

Subject to the Subscriber (or its nominee) subscribing for the Placement Shares in accordance with clause 3.1, the Company must on the Subscription Date:

• allof and issue the Placement Shares to the Subscriber (or its nominee); $\alpha$
• record the Subscriber (or its nominee, as applicable) as the holder of the $(b)$ Placement Shares in its register of members and provide to the Subscriber (or its nominee, as applicable) a holding statement showing the Subscriber (or its nominee, applicable) as the holder of the Placement Shares:
• take all other steps required under its constitution, the ASX Listing Rules $\left( \subset \right)$ and the Carporations Act to constitute and evidence the Subscriber (or its nominee) as the holder of the Placement Shares; and
• apply to ASX for official quotation of the Placement Sharesimmediately $(d)$ after Completion andgive to ASX an Appendix 3B in relation to the Placement Shores.

Free tradability $3,3$

• The Company must do all things which are necessary or desirable to $\left( \square \right)$ ensure that the Placement Shares are freely tradeable without restriction, including by providing to ASX, before commencement of trading on the ASX on the Subscription Date a notice in accordance with section 708A(6) of the Corporations Act (Cleansing Statement).
• If the Company does not issue a Cleansing Statement or that Cleansing $(b)$ Statement for any reason is not effective to ensure that an offer for sale of the Placement Share does not require disclosure to investors, then the Company must within 15 Business Days of the Subscription Date lodge with the Australian Securities and Investments Commission a prospectus prepared in accordance with Chapter 6D of the Corporations Act and

do all such things necessary to satisfy section 708A(11) of the Corporations Act.

REPRESENTATIONS AND WARRANTIES $\overline{\mathbf{4}}$ .

Company's representations and warranties $4.1$

The Company represents and warrants to the Subscriber that each of the following statements is correct and not misleading in any material respect on the date of this Agreement and will be correct and not misleading in any material respect os at the Subscription Date:

• (Authority): it has full power and authority to enter into this Agreement $(a)$ and to perform its obligations under it;
• (Corporate authorisations): It has taken all necessary action to authorise $(b)$ the execution, delivery and performance by it of this Agreement in accordance with its terms;
• (Allotment of securities): it has full power and authority necessary to allot (C) and issue the Placement Shares and the Placement Shares once issued will be free from encumbrances and rank equally with all other Shores then on issue:
• (Binding obligations): this Agreement constitutes its legal, valid and $(d)$ binding obligations and is enforceable in accordance with its terms; and
• (No breach): this Agreement and the Subscription do not conflict with or (e) result in a breach of any obligation (including any statutory, contractual or fiduciary obligation) or constitute or result in any default under any provision of its constitution or any material provision of any agreement, deed, writ, order, injunction, judgment, law, ASX Listing Rule, rule or regulation to which it is a party or is subject or by which it is bound.

Indemnity by Company 4.2

• The Company indemnifies the Subscriber against all damages, lasses, $(a)$ liabilities and expenses incurred by the Subscriber as a direct consequence of any matter or thing being found to be in breach of the representations and warrantles given by the Company in clause 4.1.
• The maximum amount which the Subscriber may claim against the (b) Company for a breach of warranty is the aggregate Subscription Price (being A\$1.200,000). A claim for breach of warranty may not be made unless the amount of the demonstrated loss for the breach in question is at least A\$10,000.

Subscriber's representations and warranties 4.3

The Subscriber represents and warrants to the Company that each of the following statements is correct and not misleading in any material respect on the date of this Agreement and will be correct and not misleading in any material respect as at the Subscription Date:

(Authority): It has full power and authority to enter into this Agreement (a) and to perform its obligations under it:

$\blacksquare$

• (Corporate authorisations): it has faken all necessary action to authorise $(D)$ the execution, delivery and performance by it of this Agreement in accordance with its terms;
• (Binding obligations): this Agreement constitutes its legal, valid and $|C|$ binding obligations and is enforceable in accordance with its terms; and
• (No breach): this Agreement and the Subscription does not conflict with (d) or result in a breach of any obligation (including any statutory, contractual or fiduciary obligation) or constitute or result in any default under any provision of its constituent documents orany material provision of any agreement, deed, writ, order, injunction, judgment, law, rule or regulation to which it is a party or is subject or by which it is bound.

$4.4$ Indemnity by Subscriber

The Subscriber indernnifies the Company against all damages, losses, liabilities and expenses incurred by the Company as a direct consequence of any matter or thing being found to be in breach of the representations and warranties given by the Subscriber in clause 4.3.

NOTICES 5.

Each notice authorised or required to be given to a Party must be in (a) writing and may be delivered personally or sent by properly addressed and prepaid mall or facsimile in each case addressed to the Party at its address set out in clause 5(b), or to such ather address as it may from time to time notify to the other Party.

The initial address of the Partles shall be as follows: $(b)$

Party	Address	Altention	Facsimile
Company	Level 2, 91 Havelock Street West Perih WA 6005 AUSTRALIA	The Company Secretory	+61 8 9463 7836
Subscriber	No. 328 Wangchun Road Ningbo Zhejiong 315016 CHINA	Mr ZhengShizao	+86 57487054781

• Each Party may from time to time change its address by giving notice $(c)$ pursuant to clause 5(a) to the other Party.
• Any notice given pursuant to clause 5(a) will be conclusively deemed to $(a)$ have been received:
• in the case of personal delivery, on the octual day of delivery if $(i)$ delivered prior to 5:00pm (WST) on a Business Day or on the next following Business Day if delivered after 5:00pm (WST) on a Business Day or on a day other than a Business Day;
• if sent by mail, on the second (or fenth if posted to an overseas (ii) address) clear Business Day after the day of posting; or
• if sent by facsimite, on the day the facsimile was sent by clear (iii) transmission.

MISCELLANEOUS b.

$6.1$ Costs and duty

Each party must pay its own legal and other costs and expenses in connection with the negotiation, preparation, execution and completion of this Agreement, except for auty. The Subscriber must pay all duty (including fines and penalties) chargeable, payable or assessed in relation to this Agreement and the Subscription.

Waiver $6.2$

The non-exercise of or delay in exercising any power or right of a Party does not operate as a waiver of that power or right, nor does any single exercise of a power or right preclude any other or further exercise of it or the exercise of any other power or right. A power or right may only be waived inwriting, signed by the Party to be bound by the waiver.

Remedies cumulative $6.3$

The rights, powers or remedles provided in this Agreement are cumulative with and not exclusive of the rights, powers or remedies provided by law independently of this Agreement.

Further assurance $6,4$

Each Party must do all things and execute all further documents necessary to give full effect to the transactions contemplated by this Agreement.

Governing law and jurisdiction $6.5$

This Agreement is governed by the laws of Western Australia, Australia, Each Party irrevocably submits to the non-exclusive jurisdiction of the courts of Western Australia, Australia

Time of essence $6.6$

Time is of the essence of this Agreement.

$6.7$ Sole understanding

This Agreementexpresses and incorporates the sole understandingbetween the Parties in relation to its subject matter and supersedes and excludes any prior or collateral negatiation, representation, understanding, communication or agreement by or between the Parties in relation to the Subscription.

$6.8$ Counterparts

This Agreement may be executed in counterparts. All executed counterparts constitute one document. The exchange of signature pages by facsimile transmission, electronic mail (including PDF), or by ony other means, shall constitute effective execution and delivery of this Agreement and may be used In lieu of the original agreement for all purposes.

SCHEDULE - APPLICATION FORM

Henghou Industries (Hong Kong) Limited(Subscriber) hereby applies to Venturex Resources Limited (ACN 122 180 205) (Company) for 60.000,000 fully paid ordinary shares in the capital of the Company at an issue price of A\$0.02 per Share (PlacementShares).

The Subscriber will electronically transfer to the Company's nominated account the sum of A\$1,200,000(Subscription Price) as payment for the Placement Shares.

Subscriber's details:

Name:	Henghou Industries (Hong Kong) Limited
Address:	No, 328 Wangchun Road, Ningbo, Zhejiang, 315016. China وسياب والمحاولات
Contact person:	Mr ZhengShizoo
Contact number:	+86 574 87054781

By signing and lodging this Application Form with the Company, the Subscriber:

• declares that the agreements, statements, declarations and acknowledgments 1. contained in the following paragraph are given for the Company's benefit;
• declares that all details and statements made by the Subscriber in this 2. Application Form are complete and accurate;
• agrees to be bound by the Company's Constitution: З.
• represents, warrants and undertakes to the Company that the Subscriber has full 4. right and authority to sign and lodge this Application Form, to subscribe for the Placement Shares and to perform the other obligations set out in this Application Form, and has taken all action and obtained all regulatory and other consents, approvals and authorisations necessary in that respect:
• acknowledges that the Subscriber has made its own enquiries concerning the 5. Company and its business and affairs and that the Company makes no representation or warranty to the Subscriber other than those set out in the Subscription Agreement dated the same date as this Application Form;
• request the Company, upon its receipt of this Application Form signed by the 6. Subscriber, to issue the Placement Shares to the Subscriber (or its nominee):
• declares that the Company is not required to provide to the Subscriber of 7. prospectus or other disclosure document for the issue of the Placement Shares because the Subscriber comes within one of the stated exceptions in section 708 of the Corporations Act 2001 (Cth);
• acknowledges that this Application form is irrevocable; and 8.
• acknowledges that the return of this Application Form constitutes the 9. Subscriber's offer to subscribe for the Placement Shares and that no notice of acceptance of this Application Form will be provided to the Subscriber.

Return of the Application Form together with payment of the Subscription Price constitutesan offer by the Subscriber to subscribe for the Placement Shares. This Application Form is for the Subscriber and must not be passed onto any person without the Company's prior written permission.

$\hat{\mathbf{a}}$ $\mathcal{L}_\mathrm{f}$

Executed by HENGHOU INDUSTRIES (HONGKONG) LIMITED in accordance with its constituent documents and place of formation by being signed by those persons who are authorised to sign for the company:

Signolure of Director

Zheng shizao

Full nome (print)

No. 328 Wangchun Road, Ningba - Zhejiang
_31.501.6CHINA ____________________________________

Usual address (print)

EXECUTED by the Parties as an agreement.

Executed by VENTUREX RESOURCES LIMITED ACN 122 180 205 in accordance with Section 127 of the Corporations Act 2001 (Cth)

oture of Director. MICHAEL MULLENEY

Signature of Director/Company Secretary (Please delete as applicable)

'AKT REVOX

Nome of Director/Campony Secretary (print) (Please delafe as applicable)

INDUSTRIES Executed by HENGHOU (HONGKONG) LIMITED in accordance with its constituent documents and place of formation by being signed by those persons who are authorised to sign for the company:

Signature of Director

Name of Director (print)

Zheng shizao

Full nome (print)

No. 328 Wangchun Road, Ningbo Zhejiang 315016CHINA

Usual address (print)