Grace Life-tech Holdings Limited — AGM Information 2016

Apr 5, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CAA Resources Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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CAA Resources Limited 優庫資源有限公司*

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 02112)

(1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, (2) RE-ELECTION OF RETIRING DIRECTORS AND

(3) NOTICE OF ANNUAL GENERAL MEETING

A notice of annual general meeting of CAA Resources Limited to be held at Unit 1, G/F., The Center, 99 Queen’s Road Central, Hong Kong on Thursday, 12 May 2016 at 11:30 a.m. is set out on pages 15 to 18 of this circular. Whether or not you are able to attend the meeting in person, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

• For identification only

5 April 2016

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandates to issue and repurchase shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of retiring directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Annual general meeting and proxy arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility of directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I – Explanatory Statement on the Repurchase Mandate. . . . . . . . . . . . . . . . .	7
Appendix II – Details of the Directors Proposed to be Re-elected
at the Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

DEFINITION

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“AGM” the annual general meeting of the Company to be held at Unit 1, G/F., The Center, 99 Queen’s Road Central, Hong Kong on Thursday, 12 May 2016 at 11:30 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 15 to 18 to this circular, or any adjournment thereof

• “Articles of Association” the articles of association of the Company “Best Sparkle” Best Sparkle Development Ltd., a company incorporated in the BVI with limited liability on 25 August 2010, and which is wholly owned by Capture Advantage, and an indirect whollyowned subsidiary of our Company

• “associates” has the meaning ascribed thereto in the Listing Rules

• “Board” the board of Directors of the Company

• “Capture Advance” Capture Advance Sdn. Bhd., a company incorporated in Malaysia as a private company limited by shares on 15 November 2007 and which is wholly owned by Best Sparkle, and an indirect whollyowned subsidiary of the Company

• “Capture Advantage” Capture Advantage Co., Ltd. a company incorporated in the BVI with limited liability on 23 August 2010, and which is a directly wholly-owned subsidiary of the Company

• “Capture Bukit Besi” Capture Bukit Besi Sdn Bhd., a company incorporated in Malaysia as a private company limited by shares on 30 September 2013 and which is wholly owned by Best Sparkle Development Limited, and an indirect wholly-owned subsidiary of the Company

• “Company” or “our Company” CAA Resources Limited, a limited liability company incorporated in the Cayman Islands on 25 April 2012 and the Shares of which are listed on the Main Board of the Stock Exchange

• “Cosmo Field” Cosmo Field Holdings Limited (宇田控股有限公司), a company incorporated in the BVI with limited liability on 26 March 2012, and which is wholly owned by Mr. Li as at the Latest Practicable Date

• “Director(s)” director(s) of the Company

• “Group” the Company and the subsidiaries

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

1

DEFINITION

“Hong Kong” the Hong Kong Special Administrative Region of the PRC “Issue Mandate” a general unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with additional Shares of up to 20% of the issued share capital of the Company as at the date of passing of the relevant resolution granting such mandate “Latest Practicable Date” 24 March 2016 being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein “Listing” the listing of the Shares on the Main Board of the Stock Exchange on 3 July 2013 “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Memorandum of Association” The memorandum of association of the Company “Pacific Mining” Pacific Mining Resources Sdn. Bhd., a company incorporated in Malaysia as a private company limited by shares on 31 August 2007, and which is wholly owned by Best Sparkle, and an indirect wholly-owned subsidiary of our Company “PRC” the People’s Republic of China excluding, for the purpose of this circular only, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “Register” the register of members of the Company “Repurchase Mandate” a general unconditional mandate proposed to be granted to the Directors at the AGM to repurchase up to 10% of the issued share capital of the Company as at the date of passing of the relevant resolution granting such mandate “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time “Share(s)” ordinary share(s) in the share capital of the Company, with a nominal value of HK$0.01 each “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Substantial Shareholder(s)” has the meaning ascribed thereto under the Listing Rules “Takeovers Code” The Code on Takeovers and Mergers and Share Repurchases issued by the Securities and Futures Commission in Hong Kong “% per cent

2

LETTER FROM THE BOARD

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CAA Resources Limited 優庫資源有限公司*

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 02112)

Executive Directors:

Mr. Li Yang (Chairman and Chief Executive Officer) Ms. Li Xiaolan Mr. Wang Er Mr. Dong Jie

REGISTERED OFFICE

Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent non-executive Directors:

Mr. Kong Chi Mo Dr. Li Zhongquan Dr. Wang Ling

PRINCIPAL PLACE OF BUSINESS IN HONG KONG Suite 5602, 56th Floor The Center, 99 Queen’s Road Central Hong Kong

5 April 2016

To the Shareholders

Dear Sir or Madam,

(1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, (2) RE-ELECTION OF RETIRING DIRECTORS AND

(3) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolutions to be proposed at the AGM for the approval of, inter alia:

• (a) the grant of the Repurchase Mandate and the Issue Mandate to repurchase Shares and to issue new Shares respectively; and

• (b) the re-election of retiring Directors.

• For identification only

3

LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

Pursuant to the resolutions passed by the shareholders of the Company on 19 June 2015, general mandates were granted to the Directors to repurchase and issue Shares respectively. Such mandates will lapse at the conclusion of the AGM. In order to give the Company the flexibility to repurchase and issue Shares if and when appropriate, the following ordinary resolutions will be proposed at the AGM to approve:

• (a) the granting of the Repurchase Mandate to the Directors to purchase Shares on the Stock Exchange of not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of proposed ordinary resolution contained in item 5 of the notice of the AGM as set out on pages 15 to 16 of this circular (i.e. an aggregate nominal amount of Shares up to HK$1,500,000 (equivalent to 150,000,000 Shares) on the basis that the issued share capital of the Company remains unchanged on the date of the AGM);

• (b) the granting of the Issue Mandate to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of proposed ordinary resolution contained in item 6 of the notice of the AGM as set out on pages 16 to 17 of this circular (i.e. an aggregate nominal amount of Shares up to HK$3,000,000 (equivalent to 300,000,000 Shares) on the basis that the issued share capital of the Company remains unchanged on the date of the AGM); and

• (c) the extension of the Issue Mandate by adding the aggregate nominal amount of Shares repurchased by the Company pursuant to the Repurchase Mandate.

The Repurchase Mandate and the Issue Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the AGM or any earlier date as referred to in the proposed ordinary resolutions contained in items 5 and 6 of the notice of the AGM as set out on pages 15 to 17 of this circular.

With reference to the Repurchase Mandate and the Issue Mandate, the Directors wish to state that they have no immediate plan to repurchase any Shares or issue any new Shares pursuant thereto.

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate is set out in Appendix I to this circular.

4

LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

In accordance with article 84 of the Articles of Association, at each annual general meeting, onethird of the Directors for the time being (or, if their number is not three or a multiple of three, the number nearest to but not less than one-third), shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. Messrs. Kong Chi Mo, Dong Jie and Dr. Li Zhongquan will retire at the AGM. Messrs. Kong Chi Mo, Dong Jie and Dr. Li Zhongquan, being eligible, will offer themselves for re-election at the AGM.

The re-appointment of Directors has been reviewed by the Nomination Committee of the Company which made recommendation to the Board that the re-election be proposed for Shareholders’ approval at the AGM.

Details of the retiring Directors, who are proposed to be re-elected at the AGM, are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

Set out on pages 15 to 18 of this circular is a notice convening the AGM to consider and, if appropriate, to approve the resolutions relating to, among other things, the Repurchase Mandate, the Issue Mandate and the re-election of retiring Directors.

Pursuant to the Listing Rules and the Articles of Association, any vote of shareholders at a general meeting must be taken by poll. An announcement on the poll vote results will be published by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.caa-resources.com). Whether or not you are able to attend the AGM, you are requested to complete the form of proxy and return it to the Company’s branch share registrar, Tricor Investor Services Limited, in Hong Kong. To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof if you so wish.

The Register will be closed from Tuesday, 10 May 2016 to Thursday, 12 May 2016 (both days inclusive) during which period no transfer of Shares will be effected. In order to determine the entitlement to attend and vote at the AGM, all share transfers accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 9 May 2016

5

LETTER FROM THE BOARD

RECOMMENDATIONS

The Board considers that the grant of the Repurchase Mandate and the Issue Mandate, the reelection of retiring Directors are fair and reasonable and in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

RESPONSIBILITY OF DIRECTORS

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement contained herein misleading.

Yours faithfully,

For and on behalf of the Board

CAA Resources Limited

Li Yang

Chairman and Chief Executive Officer

6

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,500,000,000 Shares. Subject to the passing of the ordinary resolution set out in item 5 of the notice of the AGM in respect of the granting of the Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the AGM, the Directors would be authorised under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, an aggregate nominal amount of Shares up to HK$1,500,000 (equivalent to 150,000,000 Shares), representing 10% of the aggregate nominal amount of Shares in issue as at the date of the AGM.

SHARE PRICES

During the year of 2015 and up to the Latest Practicable Date, the highest and lowest prices at which the Shares have been traded on the Stock Exchange were as follows:

		Price per Share
	Highest	Lowest
	HK$	HK$
2015
January	1.35	1.18
February	1.35	1.17
March	1.35	1.20
April	2.09	1.29
May	3.65	1.87
June	3.02	2.10
July	3.45	1.25
August	2.90	1.90
September	2.72	2.12
October	2.58	2.23
November	2.35	1.94
December	2.24	1.80
2016
January	2.03	1.58
February	2.00	1.84
March (up to the Latest Practicable Date)	2.39	1.81

7

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

REASONS FOR REPURCHASES

The Directors believe that the granting of the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

FUNDING OF REPURCHASES

Repurchases of Shares by the Company may only be made out of funds which are legally available for such purpose in accordance with the Memorandum and Articles of Association, the Listing Rules and the applicable laws and regulations of the Cayman Islands.

The Company is empowered by its Memorandum and Articles of Association to repurchase Shares. The laws of the Cayman Islands provide that a purchase of shares may be made (to the extent of the par value of such shares) out of profits or the proceeds of a fresh issue of shares made for such purpose or, out of capital, provided that the Company is able to pay its debts as they fall due in the ordinary course of business and the purchase is authorised by its Articles of Association. Any premium payable on a purchase may be made out of profits, the Company’s share premium account or out of capital, provided that the Company is able to pay its debts as they fall due in the ordinary course of business and the purchase is authorised by its Articles of Association.

IMPACT OF REPURCHASE

There would not be any material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 December 2015) in the event that the Repurchase Mandate is to be exercised in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

8

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

EFFECT OF THE TAKEOVERS CODE AND PUBLIC FLOAT

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholders’ interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, the register of the Shareholders maintained by the Company pursuant to section 336 under Part XV of the SFO showed that the Company has been notified of the following interests by shareholders who own 5% or more of the Company’s issued share capital:

			Approximate
			percentage of
		Approximate	shareholding if
		percentage of	the Repurchase
		existing	Mandate is
Name	Number of Shares	shareholding	exercised in full
Cosmo Field	843,750,000	56.25%	62.5%
Li Yang_(note 1)_	843,750,000	56.25%	62.5%
Hua Heng Investments Limited	100,575,000	6.71%	7.45%
Yang Jun_(note 2)_	100,575,000	6.71%	7.45%
Tang Lingyan_(note 2)_	100,575,000	6.71%	7.45%
Legendary Hope Investment
Holdings Corporation_(note 3)_	88,494,000	5.98%	6.64%
Venus Investment Fund_(note 3)_	88,494,000	5.98%	6.64%

Notes

1. Mr. Li beneficially owns the entire issued share capital of Cosmo Field. Therefore, Mr. Li is deemed, or taken to be, interested in all the shares of the Company held by Cosmo Field for the purpose of the SFO. Mr. Li is the sole director of Cosmo Field. On 4 September 2014, the Company has been notified that 404,000,000 shares in the share capital of the Company held by Cosmo Field, the Company’s controlling shareholder which is wholly owned by Mr. Li Yang who is a director and controlling shareholder of the Company (and also its chairman and Chief Executive Officer), were charged in favour of Cheer Hope Holdings Limited (“Subscriber”) which is an indirect wholly-owned subsidiary of CCB International (Holdings) Limited, as security for Cosmo Field’s obligations in relation to a loan note issued by Cosmo Field to the Subscriber on 4 September 2014. Further on 3 July 2015, the Company has been notified that another 348,000,000 shares in the share capital of the Company held by Cosmo Field were charged in favour of the Subscriber as security for Cosmo Field’s obligations in relation to a loan note issued by Cosmo Field to the Subscriber on 3 July 2015. On the same date, Cosmo Field entered into a shareholder loan agreement (“Shareholder Loan Agreement”) with the Company and agreed to use the proceeds from issuing the Notes to provide the Company with an interest-free and security-free loan of USD 15,000,000 (“Shareholder Loan”), as the whole or part of payment for the Proposed Acquisition as defined in the announcement of 27 January 2015. Pursuant to the Shareholder Loan Agreement, the principal of the Shareholder Loan shall be repaid on or

9

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

before 3 July 2017, provided that if the Acquisition cannot be completed on or before 31 October 2015 (“Completion Date”), the Company shall repay the principal of the Shareholder Loan within 5 business days after the Completion Date. The Company has also been informed that, on 3 July 2015, Cosmo Field granted share warrants to the Subscriber, pursuant to which the Subscriber is entitled to, subject to certain adjustment on the exercise price of the said share warrants, purchase up to 59,090,909 shares of the Company (representing approximately 3.94% issued share capital of the Company) from Cosmo Field within the exercise period of 24 months from the date of this announcement. For further details, please refer to the announcements of the Company dated 3 July 2015 and 24 December 2015.

1. Ms. Tang Lingyan is the spouse of Mr. Yang Jun. Mr. Yang Jun beneficially owns the entire issued share capital of Hua Heng Investments Limited. Therefore, Ms. Tang Lingyan is deemed, or taken to be, interested in all the shares of the Company held by Hua Heng Investments Limited for the purpose of the SFO. Mr. Yang Jun is the sole director of Hua Heng Investments Limited.

2. Venus Investment Fund is the controlled corporation of Legendary Hope Investment Holdings Corporation. Legendary Hope Investment Holdings Corporation is deemed to be interested in all the shares of the Company held by Venus Investment Fund for the purpose of SFO.

On the basis that the issued share capital of the Company remains unchanged on the date of the AGM, in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the relevant ordinary resolution to be proposed at the AGM, the total interests of the above Shareholders would be increased to approximately the respective percentages shown in the last column above.

The Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

The Listing Rules prohibit a company from making repurchase of its shares on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the company’s issued share capital would be in public hands. The Directors do not propose to repurchase Shares, which would result in less than the prescribed minimum percentage of Shares in public hands.

SHARE REPURCHASE MADE BY THE COMPANY

No repurchases of Shares have been made by the Company whether on the Stock Exchange or otherwise in the six months immediately preceding the Latest Practicable Date.

10

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the executive Directors are Li Yang (Chairman and Chief Executive Officer), Li Xiaolan, Wang Er and Dong Jie; and the independent non-executive Directors are Li Zhongquan, Wang Ling and Kong Chi Mo.

Pursuant to section 84 of the articles of association of the Company, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, the number nearest to but not less than one-third), shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years.

Accordingly, Kong Chi Mo, Dong Jie and Li Zhongquan will retire as Directors in accordance with the articles of association of the Company. All of them, being eligible, offer themselves for re-election at the AGM.

POSITION, EXPERIENCE AND LENGTH OF SERVICE

The following are the details of the Directors who are subject to re-election at the AGM in accordance with the Articles.

Mr. Kong Chi Mo ( 江智武 ), FCCA, FCIS, FCS (PE) & MHKIoD, aged 40, is our independent non-executive Director. Mr. Kong has over 18 years of experience in accounting, internal control, corporate governance and capital market. Mr. Kong currently holds various positions in the following companies listed on the main board of the Stock Exchange:

Name of listed company	Stock code	Position held	Period
China Vanadium Titano–	00893	Company secretary and	September 2009 – Present
Magnetite Mining Co., Ltd.		authorised representative
Hengshi Mining	01370	Independent	June 2013 – Present
Investments Limited		non-executive director
Huazhang Technology	01673	Independent	May 2013 – Present
Holding Limited		non-executive director

Mr. Kong was the executive director and chief financial officer of China Vanadium TitanoMagnetite Mining Co., Ltd. from October 2013 to May 2015 and from May 2008 to May 2015, respectively. Mr. Kong worked at KPMG from October 1999 and was a senior manager before he left in December 2007. Prior to joining KPMG, Mr. Kong worked as a finance trainee in Hutchison Telecommunications (Hong Kong) Limited from June 1997 to March 1998, and as a tax associate in PricewaterhouseCoopers from March 1998 to October 1999.

11

APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Kong has been a fellow member of the Association of Chartered Certified Accountants since February 2008, a fellow member of the Hong Kong Institute of Chartered Secretaries and the Institute of Chartered Secretaries and Administrators since February 2012, and a member of the Hong Kong Institute of Directors (“HKIoD”) since May 2010. Mr. Kong received silver certificates of merit in continuing professional development in 2012 and 2013 and gold certificate of merit in continuing professional development in 2014 from the HKIoD. Mr. Kong graduated from the Chinese University of Hong Kong with a bachelor’s degree in business administration in May 1997.

Mr. Dong Jie , aged 61, was appointed as an executive Director of the Company on 12 April 2013. Mr. Dong is mainly responsible for the Group’s processing technology study and provides technical advice. Mr. Dong has approximately 32 years of experience in the mining industry. He joined our Group as a chief engineer in March 2008 and since then had taken part in a number of field trips to Malaysia in search for suitable mining projects. As a key technical advisor, Mr. Dong was responsible for collection of samples, conducting analysis and issuance of internal analysis reports during the early stage of Project Ibam. Mr. Dong is currently a technical adviser of the Group in respect of raw ore analysis and perfection of iron ore beneficiation technology.

Prior to joining the Group, Mr. Dong served as a mining investment technical advisor for Chengdu Hande between September 2005 and August 2007, mainly responsible for certification of jade pieces and provision of technical advice and assessment of mining projects. Between January 1997 and August 2005, Mr. Dong worked at Sichuan Guandi Mine (四川官地鐵礦) as chief engineer, and was mainly responsible for the mining of an iron ore mine located in Huili County of Sichuan Province. As a key technical adviser and engineer of the said iron ore project, he was responsible for the analysis of processing technology, technical advisory, management, and on-site mining operations. Mr. Dong also directed the crushing, drying and ball mill pulverizing operations of iron ore. During his term of office, the said mine achieved an average annual production of 1 Mt of iron ore. And before that, Mr. Dong was a teaching staff at Chengdu Geology College focusing on the minerals study and analysis.

Mr. Dong graduated from Chengdu University of Technology (成都理工大學) in the PRC (formerly known as Chengdu Geology College (成都地質學院)), with a major degree in rock and mineral analysis in 1982.

Dr. Li Zhongquan , aged 51, was appointed as an independent non-executive Director of the Company on 12 April 2013, mainly responsible for independent supervision and management of the Company. He was the leader in a variety of scientific research projects, including but not limited to the National “Eleventh Five-year” Key Scientific Research Project (國家「十一五」科技重大專項), the National “Ninth Five-year” Projects (國家「九五」項目), “Tenth Five-year” Technology Projects (國家 「十五」項目).

Dr. Li obtained his bachelor’s degree in science from the department of geology of Nanjing University (南京大學) in 1986 and his master’s degree in science from the department of geology of Chengdu University of Technology (成都理工大學) (formerly known as Chengdu Geology College (成都 地質學院)) in 1989, and working with Chengdu ever since. Dr. Li then obtained his doctor’s degree in engineering from Chengdu University of Technology (成都理工大學) in June 1999, conducted research work subsequently for three years as a post doctorate in Peking University and completed post-doctoral research in Saint Louis University of United States from May 2005 to November 2006.

12

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

INTERESTS IN SHARES

As at the Latest Practicable Date, none of Mr. Kong Chi Mo, Mr. Dong Jie nor Dr. Li Zhongquan had any interests or short positions in any shares, underlying shares and debentures of the Company.

RELATIONSHIP

As at the Latest Practicable Date, none of Mr. Kong Chi Mo, Mr. Dong Jie nor Dr. Li Zhongquan is related to any Directors, senior management or substantial or controlling shareholder of the Company.

DIRECTORSHIP

Save for Mr Kong Chi Mo has been the executive director of China Vanadium Titano-Magnetite Mining Company Limited (Stock code: 00893), a company listed on the Main Board of the Stock Exchange, from October 2013 to May 2015, the independent non-executive director of Huazhang Technology Holding Limited (Stock code: 01673), a company listed on the Main Board of the Stock exchange, since May 2013 and Hengshi Mining Investments Limited (Stock code: 01370), a company listed on the Main Board of the Stock exchange since June 2013, as at the Latest Practicable Date, none of Mr. Dong Jie nor Dr. Li Zhongquan holds any directorships in listed public companies in the last three years.

DIRECTORS’ EMOLUMENTS

Mr. Kong Chi Mo has entered into a service contract with the Company for a term of three years commencing from 12 April 2013 until terminated by not less than six months’ written notice. Under the service contract, Mr. Kong is entitled to an annual emolument of USD29,157 as director of the Company. The emolument excludes bonus and other benefits which may be granted at the discretion of the Company. The Director’s fee and other emoluments are determined by the Board with reference to his duties, responsibilities and performance as well as the market rate of a director of other listed companies in Hong Kong.

Mr. Dong Jie has entered into a service contract with the Company for a term of three years commencing from 12 April 2013 until terminated by not less than six months’ written notice. Under the service contract, Mr. Dong is entitled to an annual emolument of USD10,200 as director of the Company. The emolument excludes bonus and other benefits which may be granted at the discretion of the Company. The Director’s fee and other emoluments are determined by the Board with reference to his duties, responsibilities and performance as well as the market rate of a director of other listed companies in Hong Kong.

Dr. Li Zhongquan has entered into a service contract with the Company for a term of three years commencing from 12 April 2013 until terminated by not less than six months’ written notice. Under the service contract, Dr. Li is entitled to an annual emolument of USD13,200 as director of the Company. The emolument excludes bonus and other benefits which may be granted at the discretion of the Company. The Director’s fee and other emoluments are determined by the Board with reference to his duties, responsibilities and performance as well as the market rate of a director of other listed companies in Hong Kong.

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

INFORMATION THAT NEEDS TO BE DISCLOSED AND MATTERS THAT NEED TO BE BROUGHT TO THE ATTENTION OF THE SHAREHOLDERS

Save as disclosed above, there are no other matters relating to the re-election of Mr. Kong Chi Mo, Mr. Dong Jie and Dr. Li Zhongquan that need to be brought to the attention of the Shareholders and there is no information which is required to be disclosed pursuant to any of the requirements of Rules 13.51(2) (h) to 13.51(2)(v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

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CAA Resources Limited 優庫資源有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 02112)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of CAA Resources Limited (the “ Company ”) will be held at Unit 1, G/F., The Center, 99 Queen’s Road Central, Hong Kong on Thursday, 12 May 2016 at 11:30 a.m. for the following purposes:

As Ordinary Resolutions

1. To receive and consider the audited consolidated financial statements of the Company and the reports of the directors of the Company (the “ Directors ”) and the report of the auditor of the Company for the year ended 31 December 2015;

2. (a) To re-elect Mr. Kong Chi Mo as an independent non-executive Director;

3. (b) To re-elect Mr. Dong Jie as an executive Director;

4. (c) To re-elect Dr. Li Zhongquan as an independent non-executive Director;

5. To authorise the board of Directors (the “ Board ”) to fix the Directors’ remuneration for the year ending 31 December 2016;

6. To re-appoint Ernst & Young as the auditors and to authorise the Board to fix their remuneration;

As ordinary business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

1. “ THAT :

2. (a) subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to purchase its shares in accordance with all applicable laws, rules and regulations;

• For identification only

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the total nominal amount of shares of the Company to be purchased by the Company pursuant to the mandate in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution and the said mandate shall be limited accordingly; and

• (c) for the purposes of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

  - (i) the conclusion of the next annual general meeting of the Company;

  - (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

  - (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”

1. “ THAT :

2. (a) subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company during the Relevant Period (as defined below) to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers;

3. (b) the mandate in paragraph (a) above shall authorise the directors of the Company to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:

   • (i) a Rights Issue (as defined below);

   • (ii) the exercise of options under a share option scheme of the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and its subsidiaries and/or other eligible persons of shares or rights to acquire shares of the Company; and

   • (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of the cash payment for a dividend on shares of the Company in accordance with the articles of association of the Company,

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NOTICE OF ANNUAL GENERAL MEETING

shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company on the date of passing of this resolution and the said mandate shall be limited accordingly; and

• (d) for the purposes of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

“ Right Issue ” means an offer of shares or other securities of the Company open for a period fixed by the directors of the Company to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).”

1. “ THAT conditional upon the passing of resolutions set out in items 5 and 6 of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 6 of the Notice be and is hereby extended by the addition to the aggregate nominal amount of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to such general mandate of an amount representing the aggregate nominal amount of shares purchased by the Company pursuant to the mandate referred to in resolution set out in item 5 of the Notice, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of this resolution.”

By Order of the Board

CAA Resources Limited Li Yang

Chairman and Chief Executive Officer

Hong Kong, 5 April 2016

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NOTICE OF ANNUAL GENERAL MEETING

The Directors as at the date of this notice are:

Executive Directors:

Mr. Li Yang (Chairman and Chief Executive Officer)

• Ms. Li Xiaolan

• Mr. Wang Er

Mr. Dong Jie

Independent non-executive Directors:

• Mr. Kong Chi Mo

• Dr. Li Zhongquan

• Dr. Wang Ling

Notes:

• (1) Any Shareholder entitled to attend and vote at the annual general meeting is entitled to appoint one or more than one proxy to attend and vote instead of him. A proxy need not be a Shareholder. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• (2) In order to be valid, a form of proxy and the power of attorney (if any) or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be deposited at the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

• (3) Delivery of the form of proxy will not preclude a Shareholder from attending and voting in person at the meeting convened and any adjournment thereof and in such event, the form of proxy shall be deemed to be revoked.

• (4) For determining the entitlement to attend and vote at the annual general meeting, the register of members of the Company will be closed from Tuesday, 10 May 2016 to Thursday, 12 May 2016 (both days inclusive) during which period no transfer of Shares will be effected. In order to be eligible to attend and vote at the annual general meeting, all share transfers accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 9 May 2016.

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