Grand Ocean Advanced Resources Company Limited - Proxy Solicitation & Information Statement 2011

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 a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant, or other professional adviser.

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

DeTeam Company Limited 弘海有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 65)

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL PROPOSED REFRESHMENT OF CURRENT GENERAL MANDATE AND

PROPOSED REFRESHMENT OF SHARE OPTION SCHEME LIMIT

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on page 4 to page 8 of this circular. A notice convening the EGM of the Company to be held at 11:00 a.m. on Tuesday, 20 December 2011 at Suite No. 3, 31st Floor, Sino Plaza, 255-257 Gloucester Road, Hong Kong is set out on page 16 to page 19 of this circular.

A proxy form for use at the EGM is enclosed with the notice of the EGM. Whether or not you are able to attend the meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrar and transfer office, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

25 November 2011

For identification purposes only

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Increase in Authorised Share Capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Refreshment of Current General Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Proposed Refreshment of Share Option Scheme Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Voting by Poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX I – GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX II – LETTER FROM THE INDEPENDENT BOARD COMMITTEE. . . . . . . . . . .	10
APPENDIX III – LETTER FROM VEDA CAPITAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
NOTICE OF THE EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . .	16

DEFINITIONS

In this circular, unless the context otherwise requires, terms used herein shall have the following meanings:

“AGM” means the annual general meeting of the Company convened from time to time;
“Articles” means the Articles of Association of the Company as amended from time to time, which is valid and effective as at the Latest Practicable Date;
“associate(s)” has the meaning ascribed thereto in Rule 1.01 of the Listing Rules;
“Board” means the board of directors of the Company; “Bonus Issue(s)” means the issue of 101,652,480 Bonus Shares and 121,982,976 Bonus Shares to those Shareholders whose names appear on the register of members of the Company on the Record Date pursuant to the resolution passed at the AGM held on 4 August 2010 and 3 August 2011, respectively;
“Bonus Share(s)” means the new Share(s) allotted and issued pursuant to the Bonus Issues;
“Company” means DeTeam Company Limited, a company incorporated in the Cayman Islands with limited liability whose Shares are listed on the Main Board of the Stock Exchange;
“controlling shareholder” shall have the meaning set out in, and be interpreted in accordance with, the Listing Rules;
“Current General Mandate” means the general mandate approved by the Shareholders at the AGM of the Company held on 3 August 2011 authorising the Directors to allot, issue and deal with Shares up to 20% of the issued share capital of the Company as at the date of the said AGM;
“Director(s)” means the director(s) of the Company; “EGM” means the extraordinary general meeting of the Company to be convened to consider and, if thought fit, approve, inter alia, the increase in authorised share capital, the refreshment of the Current General Mandate and the refreshment of the Share Option Scheme Limit;

DEFINITIONS

“Eligible Participant”

means:

(a) any employee (whether full time or part time, including any executive Director but excluding any non-executive Director) of the Company, or any of its subsidiaries or Invested Entity in which any member of the Group holds any equity interest;
(b) any non-executive Director (including independent nonexecutive Directors) of the Company, any of its subsidiaries or any Invested Entity;
(c) any shareholder of any member of the Group or any Invested Entity or any holder of any securities issued or proposed to be issued by any member of the Group or any Invested Entity; and
(d) any other person (including any consultant, adviser, distributor, contractor, supplier, agent, customer, business partner, joint venture business partner, promoter or service provider of any member of the Group) whom the Board considers, in its sole discretion, has contributed or will contribute to the Group;
“Group”
means the Company and its subsidiaries from time to time and “members of the Group” shall be construed accordingly;
“HK$”

means Hong Kong dollars, the lawful currency of Hong Kong;

“Hong Kong”

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

“Independent Board Committee” means an independent committee of the Board which has been formed for the purpose of advising the Independent Shareholders in respect of the refreshment of the Current General Mandate;

“Independent Shareholder(s)” means Shareholder(s) other than the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associate(s) (in the case that any of them is a Shareholder);
“Invested Entity” means any entity in which the Group holds any equity interest;
“Latest Practicable Date” 21 November 2011, being the latest practicable date prior to the printing of this circular for ascertaining certain information included therein;

DEFINITIONS

“Listing Rules”	means the Rules Governing the Listing of Securities on the Stock
	Exchange;
“Memorandum”	means the Memorandum of Association of the Company as
	amended from time to time, which is valid and effective as at the
	Latest Practicable Date;
“New General Mandate”	means the general mandate proposed to be granted to the Directors
	to allot, issue and deal with a maximum of 20% of the issued
	share capital of the Company as at the date of the EGM;
“Option”	means an option to subscribe for Shares pursuant to the Share
	Option Scheme, as revised and refreshed from time to time;
“Record Date”	means 4:30 p.m. on Monday, 25 October 2010, and 4:30 p.m. on
	Monday, 26 September 2011 for the Bonus Issues approved by the
	Shareholders pursuant to the AGM held on 4 August 2010 and 3
	August 2011, respectively;
“SFO”	means the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong);
“Share(s)”	means shares of a nominal or par value of HK$0.10 each in the
	share capital of the Company;
“Shareholder(s)”	means the holder(s) of Shares;
“Share Option Scheme”	means the share option scheme of the Company which was
	adopted on 20 August 2009 and became valid and effective on the
	same day for a period of ten years thereafter;
“Share Option Scheme Limit”	means the total number of Shares which may be issued upon the
	exercise of options granted under the Share Option Scheme and
	any other share option schemes of the Company, not exceeding
	10% of the total issued share capital of the Company;
“Stock Exchange”	means the Stock Exchange of Hong Kong Limited; and
“Veda Capital”	means Veda Capital Limited, a corporation licensed to carry on
	type 6 (advising on corporate finance) regulated activity for the
	purpose of the SFO and the independent financial adviser which
	has been appointed to advise the Independent Board Committee
	and the Independent Shareholders in relation to the refreshment of
	the Current General Mandate;
“%”	means per cent.

LETTER FROM THE BOARD

DeTeam Company Limited 弘海有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 65)

Executive Directors:

Mr. Mak Shiu Chung, Godfrey (Co-Chairman) Mr. Xu Bin (Co-Chairman) Mr. Zhang Chao Liang Mr. Wang Hon Chen

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

Independent Non-executive Directors:

Mr. Kwok Chi Shing Mr. Tsang Wai Sum Mr. Yu Yang

Principal Place of Business: Suite No. 3, 31st Floor, Sino Plaza 255-257 Gloucester Road Hong Kong

25 November 2011

To the Shareholders

Dear Sir or Madam,

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL PROPOSED REFRESHMENT OF CURRENT GENERAL MANDATE AND PROPOSED REFRESHMENT OF SHARE OPTION SCHEME LIMIT

INTRODUCTION

At the EGM to be held at 11:00 a.m. on Tuesday, 20 December 2011 at Suite No. 3, 31st Floor, Sino Plaza, 255-257 Gloucester Road, Hong Kong, resolutions will be proposed, among other things, to (i) increase the authorised share capital of the Company; (ii) refresh the Current General Mandate; and (iii) refresh the Share Option Scheme Limit.

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

As at the Latest Practicable Date, the authorised share capital of the Company is HK$120,000,000 divided into 1,200,000,000 Shares, of which 731,897,856 Shares were issued and fully paid.

In order to accommodate for future expansion and growth of the Company, the Board proposes to increase the existing authorised share capital of the Company to HK$1,000,000,000 divided into 10,000,000,000 Shares by the creation of additional 8,800,000,000 unissued Shares.

For identification purposes only

LETTER FROM THE BOARD

The increase in the authorised share capital of the Company is conditional upon the passing of a special resolution by Shareholders at the EGM.

PROPOSED REFRESHMENT OF CURRENT GENERAL MANDATE

At the last AGM held on 3 August 2011, the Directors have been authorised to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company at the AGM. As at that date, 609,914,880 Shares were in issue and accordingly, a maximum of 121,982,976 new Shares could be issued under the Current General Mandate.

On 14 October 2011, a total of 121,982,976 Bonus Shares were issued under the Bonus Issue.

As the number of issued Shares has increased following the Bonus Issue, the Board would like to propose a refreshment of the Current General Mandate so that the Directors may allot, issue and deal with Shares not exceeding 20% of the existing issued share capital of the Company, as enlarged by the Bonus Issues, in order to provide flexibility and discretion to the Directors to allot, issue and deal with new Shares in the future.

The Company therefore proposes to put the following ordinary resolutions to be considered at the EGM so as to seek approval of the Shareholders that:

(i) the Directors be granted the New General Mandate; and
(ii) the New General Mandate be extended by the addition thereon of an amount representing the aggregate nominal amount of the Shares which are repurchased by the Company since the grant of the New General Mandate.

As at the Latest Practicable Date, the total number of Shares in issue was 731,897,856 Shares. Upon passing the relevant resolutions at the EGM and assuming no further Shares will be issued and/or repurchased by the Company between the Latest Practicable Date and the date of the EGM, the Company would be allowed pursuant to the New General Mandate to allot, issue and deal with 146,379,571 Shares, being 20% of the aggregate nominal amount of HK$73,189,785.6 divided into 731,897,856 Shares.

The New General Mandate will lapse on whichever is the earliest of (i) the conclusion of the next AGM to be held in 2012; (b) the expiration of the period within which the next AGM is required by the Articles or any applicable laws of the Cayman Islands to be held; or (c) the date on which the authority given to the Board set out in the resolution for the New General Mandate is revoked or varied by the passing of an ordinary resolution of the Shareholders in a general meeting.

Pursuant to Rule 13.36(4)(a) of the Listing Rules, the refreshment of the Current General Mandate before the next AGM is subject to the approval of the Independent Shareholders at the EGM. As the Company has no controlling shareholders as at the Latest Practicable Date, the Directors (other than the independent non-executive Directors) and the chief executive of the Company, and their respective associates are required to abstain from voting in favour of the proposed resolution to approve the refreshment of the Current General Mandate at the EGM.

LETTER FROM THE BOARD

Independent Board Committee

Pursuant to Rule 13.36(4)(c) of the Listing Rules, an Independent Board Committee has been formed to advise the Independent Shareholders. Veda Capital has been appointed to advise the Independent Board Committee and the Independent Shareholders.

PROPOSED REFRESHMENT OF SHARE OPTION SCHEME LIMIT

Grant of Share Options

At the extraordinary general meeting of the Company held on 20 August 2009, the Shareholders resolved to approve and adopt the Share Option Scheme to grant options to subscribe for the Shares to selected Eligible Participants. The purpose of the Share Option Scheme is to enable the Company to grant Options to selected Eligible Participants as incentives or rewards for their contribution to the Group, so as to recruit or retain high caliber employees and attract human resources that are valuable to the Group and any Invested Entity. As at the Latest Practicable Date, no Options have been granted under the Share Option Scheme. The maximum number of Shares to be issued upon the exercise of Options is 50,826,240 Shares, being 10% of the issued share capital of the Company at the approval of the Share Option Scheme.

A total of 101,652,480 Bonus Shares and 121,982,976 Bonus Shares were issued under the Bonus Issues on 12 November 2010 and 14 October 2011, respectively. Accordingly, the Board considers that it is in the interests of the Company to refresh the Share Option Scheme Limit, subject to the approval of the Shareholders at the EGM.

Pursuant to Rule 17.03 of the Listing Rules, the Share Option Scheme Limit as refreshed shall not exceed 10% of the Shares in issue as at the date of approval of the proposed refreshment of the Share Option Scheme Limit by the Shareholders. Options previously granted under the Share Option Scheme and/or any other share option scheme(s) of the Company (including without limitation those outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme or such other scheme(s) of the Company) will not be counted for the purpose of calculating the Share Option Scheme Limit as refreshed.

If the Share Option Scheme Limit is refreshed, on the basis of 731,897,856 Shares in issue and assuming no Shares will be issued and/or repurchased by the Company and no further rights attached to the Options will be exercised between the Latest Practicable Date and the date of the EGM, the Share Option Scheme Limit will be re-set to 73,189,785 Shares and the Company will be allowed to grant further options under the Share Option Scheme and other share option scheme(s) carrying rights to subscribe for a maximum of 73,189,785 Shares.

LETTER FROM THE BOARD

Conditions

As required by the Share Option Scheme and the Listing Rules, an ordinary resolution will be proposed at the EGM to approve the refreshed Share Option Scheme Limit. The adoption of the refreshed Share Option Scheme Limit is conditional upon:

(i) the passing of an ordinary resolution to approve the refreshed Share Option Scheme Limit by the Shareholders at the EGM and to authorise the Board to grant a maximum of 73,189,785 Options hereunder and to allot, issue and deal with the Shares which fall to be issued by the Company pursuant to the exercise of the Option(s) under the Share Option Scheme at the refreshed Share Option Scheme Limit; and
(ii) the listing committee of the Stock Exchange granting approval of the listing of, and permission to deal in, such number of Shares to be issued by the Company pursuant to the exercise of a maximum of 73,189,785 Options which may be granted at the refreshed Share Option Scheme Limit under the Share Option Scheme.

Application for Listing

An application will be made to the listing committee of the Stock Exchange for approval of the listing of, and permission to deal in, the Shares which may fall to be issued pursuant to the exercise of any Option that may be granted under the Share Option Scheme at the refreshed Share Option Limit.

EGM

The notice convening the EGM to be held at 11:00 a.m. on Tuesday, 20 December 2011 at Suite No. 3, 31st Floor, Sino Plaza, 255-257 Gloucester Road, Hong Kong is set out on pages 16 to 19 of this circular. The EGM will be convened to consider and, if thought fit, approve, among other things, the proposed increase in the authorised share capital of the Company, the proposed refreshment of the Current General Mandate, and the proposed refreshment of the Share Option Scheme Limit.

To the extent that the Company is aware having made all reasonable enquiries, no Shareholder has a material interest in the proposed increase in the authorised share capital of the Company and the refreshed Share Option Scheme Limit. None of the Shareholders is required to abstain from voting on any of the said resolutions to approve such matters.

LETTER FROM THE BOARD

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM in person, please complete and return the form of proxy enclosed herewith in accordance with the instructions printed thereon to the principal office of the Company at Suite No. 3, 31st Floor, Sino Plaza, 255-257 Gloucester Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjourned meeting (as the case may be) should you so wish.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll. The chairman of the EGM will therefore demand a poll for every resolution to be put to the vote at the EGM. The results of the poll will be announced by the Company after the EGM.

RECOMMENDATION

The Board considers that the increase in the authorised share capital of the Company, the refreshment of the Current General Mandate, and the refreshment of the Share Option Scheme Limit, are in the best interest of the Company and the Shareholders and therefore recommends you to vote in favour of the relevant resolutions to be proposed at the EGM.

The Independent Board Committee, having taken into account the advice of Veda Capital considers that the proposed refreshment of the Current General Mandate is in the interests of the Company and the Shareholders as a whole. Accordingly, the Independent Board Committee recommends that the Independent Shareholders should vote in favour of the ordinary resolution to be proposed at the EGM to approve the refreshment of the Current General Mandate.

GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular, in particular (i) letter of advice from Veda Capital sent out on pages 11 to 15 of this circular which contains its advice to the Independent Board Committee and the Independent Shareholders in connection with the proposed refreshment of the Current General Mandate and; (ii) the letter from the Independent Board Committee set out on page 10 of this circular which contains its recommendation to the Independent Shareholders in relation to the proposed refreshment of the Current General Mandate.

Yours faithfully, For and on behalf of the Board of DeTeam Company Limited Mak Shiu Chung, Godfrey Co-Chairman

GENERAL INFORMATION

APPENDIX I

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief:

(i) the information contained in this circular is accurate and complete in all material respects and not misleading;
(ii) there are no other matters the omission of which would make any statement in this circular misleading; and
(iii) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours at Suite No. 3, 31st Floor, Sino Plaza, 255-257 Gloucester Road, Hong Kong during normal business hours on any weekday (except any public holidays) from the date of this circular up to and including the date of the EGM:

(i) the Memorandum and the Articles;
(ii) the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands;
(iii) letter of advice of Veda Capital;
(iv) letter from the Independent Board Committee; and
(v) this circular.

APPENDIX II LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the text of a letter from the Independent Board Committee setting out its recommendation to the Independent Shareholders in relation to the proposed adoption of the New General Mandate:

DeTeam Company Limited 弘海有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 65)

25 November 2011

To the Independent Shareholders

Dear Sir and Madam,

PROPOSED REFRESHMENT OF THE CURRENT GENERAL MANDATE

We refer to the circular of the Company to the Shareholders dated 25 November 2011 (the “ Circular ”) of which this letter forms part. Terms defined in the Circular shall have the same meanings when used herein unless the context otherwise requires.

We, being all the independent non-executive Directors, have been appointed to form the Independent Board Committee to advise you in connection with the proposed refreshment of the Current General Mandate, details of which are set out in the “Letter from the Board” set out on pages 5 to 6 of the Circular. We wish to draw your attention to the “Letter from Veda Capital Limited − “Proposed Refreshment of Current General Mandate” set out on pages 11 to 15 of the Circular, which contains the advice of Veda Capital regarding the proposed refreshment of the Current General Mandate.

Having taken into account the advice of Veda Capital, we consider the proposed refreshment of the Current General Mandate to be fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the refreshment of the Current General Mandate.

Yours faithfully,

Independent Board Committee of

DeTeam Company Limited

Mr. Kwok Chi Shing Mr. Tsang Wai Sum Mr. Yu Yang Independent Independent Independent non-executive Director non-executive Director non-executive Director

For identification purposes only

LETTER FROM VEDA CAPITAL

APPENDIX III

The following is the full text of a letter of advice in respect of the proposed refreshment of Current General Mandate from Veda Capital to the Independent Board Committee and the Independent Shareholders prepared for the purpose of inclusion in this circular.

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Veda Capital Limited Suite 3214, 32/F., COSCO Tower 183 Queen’s Road Central, Hong Kong

25 November 2011

To the Independent Board Committee and the Independent Shareholders

of DeTeam Company Limited

Dear Madam / Sir,

PROPOSED REFRESHMENT OF CURRENT GENERAL MANDATE

INTRODUCTION

We refer to our appointment to advise the Independent Board Committee and the Independent Shareholders in respect of the fairness and the reasonableness of the proposed refreshment of Current General Mandate, details of which are set out in the circular to the Shareholders dated 25 November 2011 (the “ Circular ”), of which this letter forms part. Terms used in this letter have the same meanings as defined in the Circular unless the context requires otherwise.

The Independent Board Committee has been established to advise the Independent Shareholders in relation to the refreshment of Current General Mandate. We have been appointed as the independent financial adviser to the Independent Board Committee and the Independent Shareholders as to whether the New General Mandate is in the interests of the Company and the Independent Shareholders as a whole and are fair and reasonable so far as the Independent Shareholders are concerned.

LETTER FROM VEDA CAPITAL

APPENDIX III

BASIS OF OUR OPINION

In formulating our opinion and advice, we have relied upon the accuracy of the information and representations contained in the Circular and information provided to us by the Company, the Directors and the management. We have assumed that all statements, information and representations made or referred to in the Circular and all information and representations which have been provided by the Company, the Directors and the management, for which they are solely and wholly responsible, were true at the time when they were made and continue to be true as at the date of the EGM. We have also assumed that all statements of belief, opinion and intention made by the Directors in the Circular were reasonably made after due and careful enquiry and were based on honestly-held opinions.

The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and have confirmed, having made all reasonable enquiries, which to the best of their knowledge and belief, there are no other facts the omission of which would make any statements in the Circular misleading. We have no reason to believe that any information and representations relied on by us in forming our opinion is untrue, inaccurate or misleading, nor are we aware of any material facts the omission of which would render the information provided and the representations made to us untrue, inaccurate or misleading. We have not, however, conducted any independent in-depth investigation into the business affairs, financial position or future prospects of the Group, nor have we carried out any independent verification of the information provided by the Directors and management of the Company.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion and our recommendation with regard to the refreshment of Current General Mandate, we have taken into account the following principal factors and reasons:

Background and Reasons for the refreshment of the Current General Mandate

The Group’s main businesses are the production and sale of plastic woven bags and the trading of coal in the People’s Republic of China (the “ PRC ”).

On 14 October 2011, the issued share capital of the Company has increased from 609,914,880 Shares to 731,897,856 Shares upon the Bonus Issue of 121,982,976 Bonus Shares. As at the Latest Practicable Date, the Current General Mandate has yet to be utilized.

As confirmed by the Company, no fund raising activity has been carried out during the past twelve months immediately prior to the Latest Practicable Date.

APPENDIX III

LETTER FROM VEDA CAPITAL

As stated in the letter from the Board in the Circular (the “ Board Letter ”), the Board would like to propose a refreshment of the Current General Mandate so that the Directors may allot, issue and deal with Shares not exceeding 20% of the existing issued share capital of the Company, as enlarged by the Bonus Issues, in order to provide flexibility and discretion to the Directors to allot, issue and deal with new Shares in the future.

As set out in the half yearly result announcement of the Company for the six months ended 30 June 2011 (the “ IR2011 ”), after a construction period of almost five years, subsidiary of the Company, Inner Mongolia Yuan Yuan Energy Group Jinyuanli Underground Mining Company Limited will be the other main source of income for the Group in future. Although the output of production and the quality of coal is less than satisfactory from the eighth layer of the underground coal mine, the Company expects a significant improvement will be made after the commencement of the excavation of the tenth layer of the underground coal mine. Due to great demand of electricity in China, the Company is confident that the prospect for the coal industry is enormous. The Company advised that the Board will continue to seek out coal investment opportunities with the aim to bring satisfactory reward to the shareholders. As at the Latest Practicable Date, the Company did not have any concrete future business plan / potential acquisition. However, the Company wishes to put in place more flexible measures which will allow the Company to raise funds in a timely manner when any possible investment opportunities arise.

In light of the abovementioned and having considered that the New General Mandate will (i) ensure the Company having sufficient general mandate, if so required; (ii) provide the Group with financial flexibility to raise equity capital for the Company in a timely manner for potential expansion and/or investment plans in the future; and (iii) strengthen the capital base and financial position of the Company, we concur with the Directors that the refreshment of Current General Mandate is in the interests of the Company and the Shareholders as a whole.

Financing flexibility

As advised by the Company, as at the Latest Practicable Date, the Directors have yet concrete plan for fund raising by issue of new Shares under the New General Mandate. The Company considers equity financing such as issuance of new Shares for cash or equity swaps may be an appropriate mean to provide funding for the future investment and/or development of the Group, given the Group’s financial position, capital structure, cost of funding and the then financial market condition. Other financing methods such as debt financing or internal cash resources to fund future business development of the Company shall be taken into consideration in appropriate circumstances.

LETTER FROM VEDA CAPITAL

APPENDIX III

Having considered that (i) debt financing may incur interest burden to the Group; and (ii) the refreshment of Current General Mandate will provide the Company with an additional alternative and it is reasonable for the Company to have the flexibility in deciding the financing methods for its future investment and /or development, including equity issuance, we are of the view that the refreshment of Current General Mandate is in the interests of the Company and the Independent Shareholders as a whole.

Potential dilution effect on the shareholding structure

The table below sets out the shareholding structure of the Company as at the Latest Practicable Date and, for illustrative purpose, the potential dilution effect on the shareholdings of Independent Shareholders upon full utilisation of the New General Mandate, assuming no Shares are issued or repurchased by the Company during the period between the Latest Practicable Date and the date of the EGM:

			Immediately	Immediately
	As	at the Latest	upon full utilisation of the
Shareholders	Practicable Date		New General Mandate
	Number of Shares	%	Number of Shares	%
Lucky Team International
Limited_(Note 1)_	100,452,096	13.72	100,452,096	11.43
Xu Bin_(Note 2)_	90,602,880	12.38	90,602,880	10.32
Independent Shareholders	540,842,880	73.90	540,842,880	61.58
Additional Shareholders upon full
utilisation of the
New General Mandate	–	–	146,379,571	16.67
Total:	731,897,856	100.00	878,277,427	100.00

Notes:

Lucky Team International Limited is a company incorporated in the British Virgin Islands with limited liability, and is wholly-owned by Mr. Mak Shiu Chung, Godfrey, an executive director of the Company.
Mr. Xu Bin is beneficially interested in 84,602,880 Shares and is deemed to be interested in 6,000,000 Shares by virtue of being a spouse of Ms. Shao Ze Yun.

As illustrated in the table above, the existing aggregate shareholding of the Independent Shareholders will decrease from approximately 73.90% as at the Latest Practicable Date to approximately 61.58% upon full utilisation of the New General Mandate, assuming no Shares are issued or repurchased during the period between the Latest Practicable Date and the date of the EGM. Although the Current General Mandate is yet to be utilized, the New General Mandate could provide more financial flexibility as compared with the Current General Mandate which might be critical to the Company at the times when appropriate business opportunities come. And taking into account that (i) the refreshment of the Current General Mandate will provide an alternative to increase the amount of capital which may be raised under issuance of the new Shares under the New General Mandate; (ii) the New General Mandate will provide more options of financing to the Group for further development of its business as well as in other potential

LETTER FROM VEDA CAPITAL

APPENDIX III

future investment and/or acquisitions as and when such opportunities arise; and (iii) the fact that the shareholdings of all Shareholders will be diluted proportionately to their respective shareholding upon any utilisation of the New General Mandate, we consider such dilution or potential dilution to shareholdings of the Independent Shareholders to be justifiable.

RECOMMENDATION

Having considered the factors and reasons as stated above, we are of the view that the refreshment of the Current General Mandate is in the interests of the Company and the Independent Shareholders as a whole, and is fair and reasonable. Accordingly, we recommend the Independent Shareholders and advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the ordinary resolution in relation to the refreshment of Current General Mandate to be proposed at the EGM. Independent Shareholders are however advised to take note of the possible dilution effect on their shareholding interests in the Company when and if the New General Mandate is utilised.

Yours faithfully, For and on behalf of

Veda Capital Limited

Hans Wong Julisa Fong Chairman Managing Director

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

DeTeam Company Limited 弘海有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 65)

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of DeTeam Company Limited弘海有限公司 (the “ Company* ”) will be held at 11:00 a.m. on Tuesday, 20 December 2011 at Suite No. 3, 31st Floor, Sino Plaza, 255-257 Gloucester Road, Hong Kong for the following purposes:

SPECIAL RESOLUTION

To consider and, if thought fit, to pass with or without amendments, the following resolution as a special resolution of the Company:–

(1) “THAT the authorised share capital of the Company be and is hereby increased from HK$120,000,000 divided into 1,200,000,000 Shares of a nominal or par value of HK$0.10 each to HK$1,000,000,000 divided into 10,000,000,000 Shares by the creation of an addition of 8,800,000,000 unissued Shares in the Company.”

ORDINARY RESOLUTIONS

To consider and, if thought fit, to pass with or without amendments, the following resolutions as ordinary resolutions of the Company:–

(1) “ THAT :
(a) subject to paragraph (c) below, the exercise by the directors of the Company (the “ Directors ”) during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and otherwise deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the Directors be and are hereby authorised during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital allotted or issued or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below) or
For identification purposes only

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

(ii) any share option scheme or similar arrangement of the Company for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (iv) the exercise of rights of subscription or conversion under the terms of any warrants or convertible bonds issued by the Company or any securities which are convertible into shares of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of passing this resolution, provided that the aggregate nominal amount of share capital allotted or issued or agreed conditionally or unconditionally to be allotted or issued by the Directors shall be extended by the addition thereon of an amount representing the aggregate nominal amount of the shares which are repurchased by the Company during the Relevant Period, and the said approval shall be limited accordingly; and

(d) for the purposes of this resolution:

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

(i) the conclusion of the next annual general meeting of the Company to be held in 2012; or
(ii) the expiration of the period within which the next annual general meeting is required by the articles of association of the Company or any applicable laws of the Cayman Islands to be held; or
(iii) the passing of an ordinary resolution by the members of the Company in a general meeting revoking or varying the authority given to the Directors under this resolution.

“Rights Issue” means an offer of shares in the Company, or offer or issue of warrant, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors to holders of shares of the Company on the register of members of the Company on a fixed record date in proportion to their then holdings of shares as at that date (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, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company);” and

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

(2) “ THAT :

Subject to and conditional upon the listing committee of The Stock Exchange of Hong Kong Limited granting approval for the listing of, and permission to deal in, the shares in the share capital of the Company which may fall to be issued pursuant to the exercise of the options which may be granted under the share option scheme adopted by the Company on 20 August 2009 (the “ Share Option Scheme ”),

(a) the refreshment of the Share Option Scheme limit up to 10% of the number of Shares in issue as at the date of the passing of this resolution be and is hereby approved provided that options previously granted under the Share Option Scheme (including without limitation those outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme or other scheme(s) of the Company) will not be counted for the purpose of calculating the refreshed Share Option Scheme limit; and
(b) the Directors of the Company be and are hereby authorised to allot, issue and deal with the shares which may fall to be issued upon the exercise of the options to be granted under the Share Option Scheme at the refreshed Share Option Scheme Limit and to take such steps and do such acts and to enter into such transactions, arrangements and agreements as they consider necessary or expedient to give full effect to the foregoing arrangement.”

By order of the Board of DeTeam Company Limited Mak Shiu Chung, Godfrey Co-Chairman

Hong Kong, 25 November 2011

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Notes:

(1) Any member of the Company entitled to attend and vote at the meeting convened by the above notice shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who holds two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a member of the Company.
(2) In order to be valid, a form of proxy, together with the power of attorney or authority, must be deposited at the Company’s branch registrar and transfer office in Hong Kong, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not later than 48 hours before the time for holding the EGM or any adjournment of such meeting. A form of proxy for use at the above meeting is enclosed herewith.
(3) If two or more persons are joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy will be accepted to the exclusion of the other joint holder(s). For this purpose, seniority shall be determined by the order in which the names stand in the principal or branch register of members of the Company in respect of joint holding.
(4) Completion and delivery of the form of proxy will not preclude members from attending and voting at the EGM in person or any adjournment thereof (as the case may be) if they so wish.
(5) All resolutions set out in this notice will be voted by way of a poll.

As at the date hereof, the board of Directors of the Company comprises of:

Executive Directors:

Mr. Mak Shiu Chung, Godfrey

Mr. Xu Bin

Mr. Zhang Chao Liang

Mr. Wang Hon Chen

Independent non-executive Directors:

Mr. Kwok Chi Shing

Mr. Tsang Wai Sum

Mr. Yu Yang

AI assistant

Grand Ocean Advanced Resources Company Limited — Proxy Solicitation & Information Statement 2011

48914_rns_2011-11-25_bb31fa3b-d01e-4660-b84f-14a5ddf7fdf5.pdf

DeTeam Company Limited 弘海有限公司[*]

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL PROPOSED REFRESHMENT OF CURRENT GENERAL MANDATE AND

PROPOSED REFRESHMENT OF SHARE OPTION SCHEME LIMIT

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DeTeam Company Limited 弘海有限公司[*]

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL PROPOSED REFRESHMENT OF CURRENT GENERAL MANDATE AND PROPOSED REFRESHMENT OF SHARE OPTION SCHEME LIMIT

INTRODUCTION

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

PROPOSED REFRESHMENT OF CURRENT GENERAL MANDATE

Independent Board Committee

PROPOSED REFRESHMENT OF SHARE OPTION SCHEME LIMIT

Grant of Share Options

LETTER FROM THE BOARD

Conditions

Application for Listing

EGM

LETTER FROM THE BOARD

VOTING BY POLL

RECOMMENDATION

GENERAL INFORMATION

RESPONSIBILITY STATEMENT

DOCUMENTS AVAILABLE FOR INSPECTION

DeTeam Company Limited 弘海有限公司[*]

PROPOSED REFRESHMENT OF THE CURRENT GENERAL MANDATE

DeTeam Company Limited

PROPOSED REFRESHMENT OF CURRENT GENERAL MANDATE

INTRODUCTION

BASIS OF OUR OPINION

PRINCIPAL FACTORS AND REASONS CONSIDERED

Background and Reasons for the refreshment of the Current General Mandate

APPENDIX III

LETTER FROM VEDA CAPITAL

Financing flexibility

APPENDIX III

Potential dilution effect on the shareholding structure

APPENDIX III

RECOMMENDATION

DeTeam Company Limited 弘海有限公司[*]

SPECIAL RESOLUTION

ORDINARY RESOLUTIONS

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Executive Directors:

Independent non-executive Directors:

More from Grand Ocean Advanced Resources Company Limited

Grand Ocean Advanced Resources Company Limited Proxy Solicitation & Information Statement 2011