Greentech Technology International Limited — Proxy Solicitation & Information Statement 2011

Nov 30, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about any aspect of this circular or as to the action to be taken, you should consult appropriate independent advisers to obtain independent professional advice.

If you have sold or transferred all your securities in Goodtop Tin International Holdings Limited, you should at once hand this circular to the purchaser, transferee or to the bank, licensed securities dealer 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.

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GOODTOP TIN INTERNATIONAL HOLDINGS LIMITED 萬 佳 錫 業 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 195)

CONNECTED TRANSACTION — SUPPLEMENTAL AGREEMENT IN RESPECT OF CONTINUING CONNECTED TRANSACTIONS

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

Partners Capital International Limited

A letter from the Board is set out on pages 4 to 8 of this circular. A letter from the independent board committee of Goodtop Tin International Holdings Limited is set out on page 9 of this circular.

A letter from Partners Capital International Limited, the independent financial adviser to the independent board committee and the Independent Shareholders of Goodtop Tin International Holdings Limited, is set out on pages 10 to 16 of this circular.

A notice convening the extraordinary general meetings of the Company to be held at Room 2607, Greenfield Tower Concordia Plaza, 1 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong on Wednesday, 28 December 2011 at 10:30 a.m. in respect of the Supplemental Agreement is set out on page 21 of this circular. Whether or not you are able to attend the extraordinary general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return them to the office of the branch share registrar and transfer office of Goodtop Tin International Holdings Limited in Hong Kong, Tricor Investors Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the extraordinary general meeting or any adjourned meeting (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the extraordinary general meeting or any adjourned meeting (as the case may be) should you so wish.

1 December 2011

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Letter from Partners Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix — General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Notice of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21

– i –

DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

• ‘‘Annual Caps’’ the maximum aggregate amount for the transactions contemplated under the New Framework Agreement for the supply of tin concentrates for each of the three years ending 31 December 2013 which were approved at the First EGM

• ‘‘Board’’ the board of Directors ‘‘Company’’ Goodtop Tin International Holdings Limited, a company incorporated in the Cayman Island whose shares are listed on the Main Board of the Stock Exchange

• ‘‘connected person(s)’’ the meaning ascribed to it in the Listing Rules ‘‘Director(s)’’ the director(s) of the Company ‘‘EGM’’ the extraordinary general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving the Supplemental Agreement

• ‘‘First EGM’’ the extraordinary general meeting of the Company convened on 6 May 2011 for the purpose of considering and, if thought fit, approving the New Framework Agreement

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘HK$’’ Hong Kong Dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Independent Board Committee’’ the independent committee of Board, comprising Mr. Poon Fuk Chuen, Mr. Liu Feng and Mr. Zhong Wei Guang, all of whom are independent non-executive Directors, formed to advise the Independent Shareholders in respect of the Supplemental Agreement

• ‘‘Independent Shareholder(s)’’ Shareholder(s) who is/are not required, under the Listing Rules, to abstain from voting at the EGM to consider and, if thought fit, approve the Supplemental Agreement

• ‘‘Latest Practicable Date’’ 29 November 2011, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

‘‘Listing Rules’’ the Rules Governing the listing of Securities on the Stock Exchange

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DEFINITIONS

‘‘LME’’

the London Metal Exchange

• ‘‘New Buyer’’

Yunnan Tin Australia TDK Resources Pty Ltd., a wholly owned subsidiary of the Yunnan Tin PRC

‘‘New Continuing Connected the transactions contemplated under the New Framework Transactions’’ Agreement between YT Parksong Australia and the New Buyer during the period from 1 April 2011 to 31 December 2013

• ‘‘New Framework Agreement’’

the framework agreement dated 25 March 2011 and entered into between YT Parksong Australia and the New Buyer for the purpose of supplying of tin concentrates to the latter after the expiration of the Framework Agreement during 1 April 2011 to 31 December 2013

• ‘‘Partners Capital’’ or

• ‘‘Independent Financial Adviser’’

Partners Capital International Limited, a licensed corporation registered under the SFO to conduct Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities as defined in SFO, and the independent financial adviser appointed for the purpose of advising the Independent Board Committee and the Independent Shareholders in respect of the Supplemental Agreement

• ‘‘PRC’’

• the People’s Republic of China and for the sole purpose of this announcement shall exclude Hong Kong, Macau Special Administrative Region of the PRC and Taiwan

• ‘‘SFO’’

• The Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong

• ‘‘Share(s)’’ share(s) at par value of HK$0.005 each in the issued share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of the Shares

• ‘‘Stock Exchange’’ the Stock Exchange of Hong Kong Limited

• ‘‘subsidiary’’

has the meaning ascribed thereto under the Companies Ordinance

‘‘Supplemental Agreement’’ the supplemental agreement dated 12 October 2011 entered into between YT Parksong Australia and the New Buyer for the amendment of term in the New Framework Agreement

• ‘‘US$’’

United States Dollars, the lawful currency of the United States

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DEFINITIONS

• ‘‘YT Parksong Australia’’

YT Parksong Australia Holding PTY Ltd., a limited liability company incorporated under the laws of Australia which is wholly owned by Yunnan Tin HK and therefore a non-wholly owned subsidiary of the Company

• ‘‘Yunnan Tin Company Ltd.’’

a subsidiary of Yunnan Tin PRC

• ‘‘Yunnan Tin HK’’

Yunnan Tin Hong Kong (Holdings) Group Co., Limited, a limited liability company incorporated under the laws of Hong Kong, which is beneficially owned as to 82% by the Parksong Mining and 18% by the Yunnan Tin PRC, and therefore a non-wholly owned subsidiary of the Company

• ‘‘Yunnan Tin PRC’’

Yunnan Tin Group (Holding) Co., Ltd.* (雲南錫業集團(控股)有 限責任公司), a limited liability company incorporated in the PRC, which is beneficially owned by the Government of the Yunnan Province and is the parent company of the Buyer

• ‘‘%’’ per cent

• For identification purpose only

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LETTER FROM THE BOARD

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GOODTOP TIN INTERNATIONAL HOLDINGS LIMITED 萬 佳 錫 業 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 195)

Executive Directors:

Mr. Xie Hai Yu (Chairman) Mr. Cheng Hau Yan (Deputy Chairman) Mr. Leung Kai Wing (Chief Executive Officer) Mr. Cheung Wai Kuen

Independent Non-executive Directors:

Mr. Poon Fuk Chuen Mr. Liu Feng Mr. Zhong Wei Guang

Registered Office: Cricket Square Hutchins Drive PO Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong: Room 2607, 26/F Greenfield Tower Concordia Plaza 1 Science Museum Road Tsimshatsui, Kowloon Hong Kong

1 December 2011

To the Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION — SUPPLEMENTAL AGREEMENT IN RESPECT OF CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

On 12 October 2011, YT Parksong Australia (a non-wholly owned subsidiary of the Company) and the New Buyer entered into the Supplemental Agreement. Pursuant to the Supplemental Agreement, YT Parksong Australia and the New Buyer agreed and proposed that the quotational period will begin from the bill of lading date to 45 days after the bill of lading date and other terms of the New Framework Agreement remain unchanged.

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LETTER FROM THE BOARD

Since the Company indirectly holds an equity interest of 82% in YT Parksong Australia and the remaining equity interest is held by Yunnan Tin PRC which is the parent of the New Buyer, the New Buyer and Yunnan Tin PRC are the connected persons of the Company. Accordingly, the entering of the Supplemental Agreement will constitute connected transaction of the Company under Chapter 14A of the Listing Rules.

The purpose of this circular is to provide you with (i) further information of the Supplemental Agreement; (ii) the recommendation of the Independent Board Committee in respect of the Supplemental Agreement; (iii) and the advice of Partners Capital to the Independent Board Committee and the Independent Shareholders in respect of the Supplemental Agreement.

This circular also encloses a notice to the Shareholders to convene the EGM to consider and, if thought fit, pass the necessary resolution to approve the Supplemental Agreement.

SUPPLEMENTAL AGREEMENT TO THE NEW FRAMEWORK AGREEMENT

On 25 March 2011, the New Framework Agreement was entered into between YT Parksong Australia and the New Buyer, pursuant to which YT Parksong Australia agreed to supply and the New Buyer agreed to buy the tin concentrates for the period from 1 April 2011 to 31 December 2013. The New Continuing Connected Transactions under the New Framework Agreement and the respective annual caps have been duly approved by the Shareholders at the First EGM.

Pursuant to the New Framework Agreement, it was agreed that the New Buyer pays 85% of the provisional value of each lot of shipment within three working days after the New Buyer receives all shipment documents and the remaining balance will be settled within 10 working days after the final analysis and weights of tin concentrates confirmed by both YT Parksong Australia and the New Buyer.

Pursuant to the New Framework Agreement, the quotational period begins from 15 days before the bill of lading date to 30 days after the bill of lading date. In order to align the hedging strategy and horizon of the New Buyer with the duration of each shipment, YT Parksong Australia and the New Buyer entered into the Supplemental Agreement. Details of the Supplemental Agreement are set out below:

Date: 12 October 2011 Parties: Seller of tin concentrate: YT Parksong Australia, a non wholly-owned subsidiary of the Company Buyer of tin concentrate: Yunnan Tin Australia TDK Resources Pty Ltd. (the New Buyer)

Proposed change of term in the New Framework Agreement

YT Parksong Australia and the New Buyer agreed and proposed that the quotational period will begin from the bill of lading date to 45 days after the bill of lading date and other terms remain unchanged.

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LETTER FROM THE BOARD

Since the Company indirectly holds an equity interest of 82% in YT Parksong Australia and the remaining equity interest is held by Yunnan Tin PRC which is the parent of the New Buyer, and therefore the New Buyer and Yunnan Tin PRC are the connected persons of the Company. Accordingly, the entering of the Supplemental Agreement will constitute connected transaction of the Company under Chapter 14A of the Listing Rules.

INFORMATION OF THE NEW BUYER

The New Buyer is a limited liability company incorporated in Australia and is principally engaged in the tin mining in Australia. The New Buyer is wholly owned by Yunnan Tin PRC, a substantial shareholder of the Yunnan Tin HK (a non-wholly owned subsidiary of the Company which holds 100% equity interest of the YT Parksong Australia). The Yunnan Tin Group has the largest production and manufacturing base in the world for metal tin and the largest production centre for tin profiles, tin chemicals and arsenic chemicals in PRC. It also owns the state-level enterprise technology centre and the biggest tin research and precious metals research and development organization in PRC.

REASONS FOR AND BENEFIT OF THE SUPPLEMENTAL AGREEMENT

The Group is principally engaged in (i) the manufacturing and the sales of insulation and heat resistance material and trading of copper and silicone rubber; and (ii) the tin mining business in Tasmania, Australia through its non-wholly owned subsidiary YT Parksong Australia.

As indicated by the New Buyer, hedging can only be made upon the finalisation of the quantity of tin concentrates to be delivered on the bill of lading date and therefore, the New Buyer cannot hedge the tin price fluctuations for the first 15 days of the quotational period. Since mid April 2011, the LME tin price has been decreasing, the current quotation arrangement under the New Framework Agreement does not allow the New Buyer to hedge its position sufficiently and may put the New Buyer in a position to expose to huge market risk in light of the current unpredictable business environment. The New Buyer has also indicated that it may cut down its orders for the purchase of tin concentrate from YT Parksong Australia to minimise its risk exposure. In order to align the hedging strategy and horizon of the New Buyer with the duration of each shipment, the New Buyer requested for an amendment in the quotational period where it will begin from the bill of lading date to 45 days after the bill of lading date.

The Board is of the view that the entering of the Supplemental Agreement can facilitate the Group to (i) secure the stable quantity of tin concentrate supplied and source of revenue derived therefrom; and (ii) maintain close business relationship with the New Buyer which in turn improves the Shareholders’ return as Yunnan Tin PRC is one of the world leading tin producers which requires significant amount of tin for production. Based on the background stated above, the Company agreed to the proposed amendment to the New Framework Agreement, and YT Parksong Australia and the New Buyer have entered into the Supplemental Agreement.

The Board (including the independent non-executive Directors) is of the view that the Supplemental Agreement is entered into on normal commercial terms in the ordinary and usual course of businesses of the Company on an arm’s length basis and the terms of the Supplemental Agreement are fair and reasonable so far as the Shareholders are concerned and the entering of the Supplemental Agreement is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

Since the Company indirectly holds an equity interest of 82% in YT Parksong Australia and the remaining equity interest is held by Yunnan Tin PRC which is the parent of the New Buyer, and therefore the New Buyer and Yunnan Tin PRC are the connected persons of the Company. Accordingly, the entering of the Supplemental Agreement will constitute connected transaction of the Company under Chapter 14A of the Listing Rules. As no Director had a material interest in the Supplemental Agreement, no Director was required to abstain from voting on the board resolution approving the Supplemental Agreement.

As at the Latest Practicable Date, Yunnan Tin PRC and its associates do not hold any Share and no connected person who is a party to the Supplemental Agreement is a Shareholders and no Director, connected person, Shareholder and their associate has a material interest in the Supplemental Agreement, all Shareholders are eligible to vote on the ordinary resolution to be proposed at the EGM in respect of the Supplemental Agreement.

THE EGM

A notice convening the EGM at which an ordinary resolution will be proposed to consider and, if thought fit, to approve the Supplemental Agreement to be held at Room 2607, Greenfield Tower Concordia Plaza, 1 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong on Wednesday, 28 December 2011 at 10:30 a.m., is set out on page 21 of this circular. Whether or not you are able to attend the EGM in person, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investors Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting (as the case may be). Completion and return of the accompanying form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting (as the case may be) should you so wish.

In accordance with the requirements of the Listing Rules, the ordinary resolution to be put forward at the EGM will be voted on by all Shareholders by way of poll.

FORMATION OF THE INDEPENDENT BOARD COMMITTEE

The Independent Board Committee, comprising all the independent non-executive Directors, has been formed to advise the Independent Shareholders as to whether the Supplemental Agreement is in the interests of the Company and the Shareholders as a whole and are fair and reasonable so far as the Shareholders are concerned. Your attention is drawn to the letter from the Independent Board Committee containing its advice set out on page 9 of this circular.

Partners Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders as to whether the Supplemental Agreement are fair and reasonable so far as the Shareholders are concerned and the entering of the Supplemental Agreement is in the interests of the Company and the Shareholders as a whole. The text of the letter of advice from Partners Capital is set out on pages 10 to 16 of this circular.

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LETTER FROM THE BOARD

RECOMMENDATIONS

The Board (including the independent non-executive Director) believes that the terms of the Supplemental Agreement is in the interests of the Company and the Shareholders as a whole and are fair and reasonable so far as the Shareholders are concerned. Accordingly, the Board recommends the Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Supplemental Agreement.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information contained in the appendix to this circular.

Yours faithfully, For and on behalf of

Goodtop Tin International Holdings Limited Xie Haiyu

Chairman

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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GOODTOP TIN INTERNATIONAL HOLDINGS LIMITED 萬 佳 錫 業 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 195)

1 December 2011

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION — SUPPLEMENTAL AGREEMENT IN RESPECT OF CONTINUING CONNECTED TRANSACTIONS

We refer to the circular issued by the Company to its Shareholders dated 1 December 2011 (the ‘‘Circular’’), of which this letter forms part. Terms defined in the Circular shall bear the same meanings when used herein unless the context requires otherwise.

We have been appointed by the Board as the Independent Board Committee to advise you in connection with the Supplemental Agreement and to advise you as to whether, in our opinion, the terms of the Supplemental Agreement is fair and reasonable so far as the Shareholders are concerned. Details of the Supplemental Agreement are set out in the letter from the Board contained in the Circular. Partners Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the Supplemental Agreement. Details of its advice and the principal factors taken into consideration in arriving at its recommendations are set out in the letter from Partners Capital contained in the Circular.

Having considered the terms of the Supplemental Agreement and taking into account the information contained in the Circular and the advice of Partners Capital, we are of the opinion that the terms of the Supplemental Agreement are on normal commercial terms, fair and reasonable and are 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 put forward at the EGM to approve the Supplemental Agreement.

Yours faithfully,

Mr. Poon Fuk Chuen Mr. Liu Feng Mr. Zhong Wei Guang Independent Non-executive Directors

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LETTER FROM PARTNERS CAPITAL

The following is the text of a letter received from Partners Capital setting out its advice to the Independent Board Committee and the Independent Shareholders in respect of the Supplemental Agreement for inclusion in this circular.

Partners Capital International Limited

Partners Capital International Limited Unit 3906, 39/F, COSCO Tower 183 Queen’s Road Central Hong Kong

1 December 2011

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

CONNECTED TRANSACTION — SUPPLEMENTAL AGREEMENT IN RESPECT OF CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our engagement to advise the Independent Board Committee and the Independent Shareholders in respect of the terms under the Supplemental Agreement, particulars of which are set out in the letter from the Board (the ‘‘Letter from the Board’’) of the circular to the Shareholders dated 1 December 2011 (the ‘‘Circular’’) and in which this letter is reproduced. Unless the context requires otherwise, capitalised terms used in this letter shall have the same meanings as given to them under the definitions section of the Circular.

As set out in the Letter from the Board, on 25 March 2011, the New Framework Agreement was entered into between YT Parksong Australia and the New Buyer, pursuant to which YT Parksong Australia agreed to supply and the New Buyer agreed to buy the tin concentrates for the period from 1 April 2011 to 31 December 2013. The New Continuing Connected Transactions under the New Framework Agreement and the respective annual cap have been duly approved by the Shareholders at the First EGM.

On 12 October 2011, YT Parksong Australia (a non-wholly owned subsidiary of the Company) and the New Buyer entered into the Supplemental Agreement. Pursuant to the Supplemental Agreement, YT Parksong Australia and the New Buyer agreed and proposed that the quotational period will begin from the bill of lading date to 45 days after the bill of lading date and other terms remain unchanged.

Since the Company indirectly holds an equity interest of 82% in YT Parksong Australia and the remaining equity interest is held by Yunnan Tin PRC which is the parent of the New Buyer, the New Buyer and Yunnan Tin PRC are the connected persons of the Company. Accordingly, the entering of the Supplemental Agreement will constitute connected transaction of the Company under Chapter 14A of the Listing Rules. In addition, the change of quotational period would result in a material change of term of the New Framework Agreement. In this regard, the Supplemental Agreement is subject to announcement and reporting requirements and the Independent Shareholders’ approval at the general meeting under the Listing Rules. The Company will convene the EGM to seek the Independent Shareholders’ approval for the Supplemental Agreement. Accordingly, the Independent Board

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LETTER FROM PARTNERS CAPITAL

Committee has been established to advise whether the terms under the Supplemental Agreement are fair and reasonable and whether the entering of the Supplemental Agreement is in the interests of the Company and the Shareholders as a whole. In this regard, Partners Capital has been appointed as the independent financial adviser to the Independent Board Committee and the Independent Shareholders.

We are not connected with the directors, chief executive and substantial shareholders of the Company or any of its subsidiaries or their respective associates and are therefore considered suitable to give independent advice to the Independent Board Committee and the Independent Shareholders. Apart from normal professional fees payable to us in connection with this appointment, no arrangement exists whereby we will receive any fees or benefits from the Company or the directors, chief executive and substantial shareholders of the Company or any of its subsidiaries or their respective associates.

In formulating our opinion, we have relied on the accuracy of the information and representations contained in the Circular and have assumed that all information and representations made or referred to in the Circular were true at the time they were made and continue to be true as at the date of the Circular. We have also relied on our discussion with the management of the Company regarding the Group and the Supplemental Agreement, including the information and representations contained in the Circular. We have also assumed that all statements of belief, opinion and intention made by the Directors and the Company in the Circular were reasonably made after due enquiry. We consider that we have reviewed sufficient information to reach an informed view, to justify our reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our advice. We have no reason to suspect that any material facts have been omitted or withheld from the information contained or opinions expressed in the Circular nor to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors. We have not, however, conducted an independent in-depth investigation into the business and affairs of the Group, the Company, Yunnan Tin PRC, Yunnan Tin HK, YT Parksong Australia, Yunnan Tin Company Ltd., the New Buyer and their respective associates nor have we carried out any independent verification of the information supplied.

CONNECTED TRANSACTION

Principal factors and reasons considered

In arriving at our opinion regarding the terms under the Supplemental Agreement and the entering of the Supplemental Agreement, we have considered the following principal factors and reasons:

1. Background of and reasons for entering into the Supplemental Agreement

According to the circular of the Company dated 18 April 2011, on 25 March 2011, the New Framework Agreement was entered into between YT Parksong Australia and the New Buyer, pursuant to which YT Parksong Australia (a non-wholly owned subsidiary of the Company) agreed to supply and the New Buyer agreed to buy the tin concentrates for the period from April 2011 to December 2013. The New Continuing Connected Transactions under the New Framework Agreement and the Annual Caps have been duly approved by the Shareholders at the First EGM.

We note from the Letter from the Board that, as indicated by the New Buyer, hedging can only be made upon the finalisation of the quantity of tin concentrates to be delivered on the bill of lading date and therefore, the New Buyer cannot hedge the tin price fluctuations for the first 15 days of the quotational period. Since mid April 2011, the LME tin price has been decreasing, the

– 11 –

LETTER FROM PARTNERS CAPITAL

current quotation arrangement under the New Framework Agreement does not allow the New Buyer to hedge its position sufficiently and may put the New Buyer in a position to expose to huge market risk in light of the current unpredictable business environment. The New Buyer has also indicated that it may cut down its orders for the purchase of tin concentrate from YT Parksong Australia to minimise its risk exposure. In order to align the hedging strategy and horizon of the New Buyer with the duration of each shipment, the New Buyer requested for an amendment in the quotational period where it will begin from the bill of lading date to 45 days after the bill of lading date instead of the existing quotational period which begins from 15 days before the bill of lading date to 30 days after the bill of lading date (the ‘‘Proposed Amendment’’) while other terms remain unchanged. On 12 October 2011, the Supplemental Agreement was entered into between YT Parksong Australia and the New Buyer in order to allow the New Buyer to hedge its position in trading of tin concentrates sufficiently notwithstanding the tin price has been fluctuating.

The Directors (excluding the independent non-executive Directors) are of the view that the Supplemental Agreement was entered into on normal commercial terms, in the ordinary and usual course of businesses of the Company and on an arm’s length basis and the terms of the Supplemental Agreement are fair and reasonable so far as the Shareholders are concerned and the entering of the Supplemental Agreement is in the interests of the Group and the Shareholders as a whole.

We note that there are only three companies listed on the Hong Kong Stock Exchange which are mainly engaged in mining of tin concentrates or trading of tinplates and one of these three companies hedge its risk associated with the tin price by using financial instruments. We have also identified 44 companies listed on the Hong Kong Stock Exchange which are mainly engaged in trading of nonferrous metals or manufacturing and sales of products made from nonferrous metals as primary raw materials and we note that there are around one third of these companies hedge their trading positions by using various means including buying financial instruments from financial institutions or open market. In particular, one of these companies hedges its trading position by entering into forward contracts in the LME to minimise the impact from the price fluctuation which we consider to be similar to the hedging strategy of the New Buyer.

As advised by the Company, it is the corporate strategy of the Company to maintain business relationship with the trading arm of Yunnan Tin PRC, which is one of the world leading tin producers which requires significant amount of tin for production, so that the Company can improve its corporate reputation. Besides, the Board (excluding the independent non-executive Directors), after due consideration, is of the view that, the entering of the Supplemental Agreement can (i) facilitate the Group to secure the stable quantity of tin concentrate supplied and source of revenue derived therefrom; and (ii) maintain close business relationship with the New Buyer which in turn improves the Shareholders’ return.

We have reviewed the circular of the Company dated 18 April 2011 and note that the entering of New Framework Agreement was directed by Yunnan Tin PRC as a means to continue the business relationship between its previous trading arm, namely Yunnan Tin Company Ltd. and YT Parksong Australia. We have also reviewed the transaction record (i) between YT Parksong Australia and Yunnan Tin Company Ltd. for the year from 1 April 2010 to 31 March 2011; and (ii) between YT Parksong Australia and the New Buyer for the six months from 1 April 2011 to 30

– 12 –

LETTER FROM PARTNERS CAPITAL

September 2011, and note that the monthly purchase of tin concentrates in quantity by Yunnan Tin PRC via either Yunnan Tin Company Ltd. or the New Buyer has been stable in general which indicates the Company has been maintaining a close business relationship with Yunnan Tin PRC.

Furthermore, based on the transaction record of tin concentrates between YT Parksong Australia and the New Buyer, we note that the purchase of tin concentrates by the New Buyer between 1 April 2011 and 31 August 2011 represents (i) the total sales of YT Parksong Australia during the same period; and (ii) approximately 62.79% of the total revenue of the Company. Therefore, we consider that a cut down in purchase order of tin concentrates by the New Buyer would have an immediate adverse impact to the sales of tin concentrates of YT Parksong Australia and in turn the financial performance of the Company.

Taking into account (i) the intention of Yunnan Tin PRC to maintain the business relationship by directing the New Buyer to enter the New Framework Agreement; (ii) the close business relationship as indicated by the stable quantity of tin concentrates supplied by YT Parksong Australia; (iii) the opportunity that the New Buyer may increase its purchase of tin concentrates when the global economy recovers if the Company maintains the close business relationship with Yunnan Tin PRC; and (iv) the potential negative impact as a result of the cut down in purchase order by the New Buyer, we are of the view that there is a commercial rationale for YT Parksong Australia to enter into the Supplemental Agreement with the New Buyer.

2. Terms of the Supplemental Agreement

Pursuant to the Supplemental Agreement, the quotational period will be amended in such a way where the quotational period will start from the bill of lading date to 45 days after the bill of lading date rather than starting from 15 days before the bill of lading date to 30 days after the bill of lading date. Pursuant to the Supplemental Agreement, other terms of the New Framework Agreement remain unchanged.

We have reviewed the Supplemental Agreement and enquired the management of the Company regarding the existing arrangement of quotation and settlement and note that the New Buyer (i) pays 85% of the provisional value of each lot of shipment within three working days after the New Buyer receives all shipment documents and such provisional value is determined with reference to the average official LME cash settlement price of tin within five days prior to the billing of lading date; and (ii) settles the remaining balance which is determined with reference to the average official LME cash settlement price of tin within the quotational period and subject to the deduction of treatment charge and penalty for impurity. We also note that the date of final settlement is required to be within ten working days after the final analysis and weights of tin concentrates confirmed by both YT Parksong Australia and the New Buyer and no later than 50 calendar days from the bill of lading date. As the Supplemental Agreement only stipulates the Proposed Amendment and does not alter any existing arrangement including, inter alia, bill of lading date, shipment and the date of final analysis and weights of tin concentrates, the payment date of both provisional value and remaining balance will not be affected by the Proposed Amendment. Moreover, we were advised by the Company that since the shipment date of tin concentrates and other related logistic are not affected by the Proposed Amendment, the existing marine insurance policies in respect of transportation of tin concentrates remain valid and sufficient to cover the shipments even the Proposed Amendment is adopted.

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LETTER FROM PARTNERS CAPITAL

We have reviewed the historical trend of LME cash settlement prices of tin metal over the past ten years as set out on the website of LME and note that though the tin price was generally on an increasing trend, it fluctuated with great magnitude, particularly since 2010. Therefore, the final price of tin concentrates to be transacted, being the average LME cash settlement price of tin metal will be affected by the Proposed Amendment due to a different quotational period. The below chart illustrates the historical trend of LME cash settlement price of tin metal over the past ten years.

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34,000
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2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
Date
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Source: LME

We were advised by the Company that it is difficult to project the future movements of tin price, in particular the short-term fluctuations, given the recent uncertain global economy. Therefore, the impact of the Proposed Amendment to the future transaction price cannot be estimated precisely. However, since the Proposed Amendment does not affect the duration of the existing quotational period and the time difference between the existing and new quotations is only 15 days, the Company believes that the impact of the Proposed Amendment is mild and should not cause any additional significant risk to the Company.

According to the New Framework Agreement, the final tin price is determined with reference to the average LME cash settlement price of tin during a 45-days quotation period. We have obtained from the website of LME the available historical tin price data of 2011 for the calculation of the 45-days average prices since 1 April 2011, being the date on which YT Parksong Australia and the New Buyer started the New Continuing Connected Transactions, and up to 30 September 2011. According to the Proposed Amendment, the new quotational period will start and end 15 days later than the existing quotational period and therefore we have simulated two scenarios as if the Proposed Amendment was in effect since 1 April 2011 and compare the differences between the two sets of data using 45-days average prices between 1 April 2011 and 31 August 2011 and another set of 45-days average prices which was computed with price data 15 days later. We note that the median difference for the whole period is -3.4% which implies a reduction of around 3.4% of revenue of YT Parksong Australia if the Proposed Amendment has been adopted since 1 April 2011.

– 14 –

LETTER FROM PARTNERS CAPITAL

For reference purpose, we have reviewed the previous 21 orders placed by the New Buyer pursuant to the New Framework Agreement between 1 April 2011 and 31 August 2011 and have obtained two sets of transaction amount which were calculated based on the average LME cash settlement price of tin metal within the (i) existing quotational period; and (ii) new quotational period to simulate the possible impact if the Proposed Amendment was adopted. We note that the total transaction amount calculated based on simulation that the Proposed Amendment was adopted between 1 April 2011 and 31 August 2011 is approximately US$0.89 million (equivalent to approximately HK$6.93 million) or approximately 3.85% less than the actual total transaction amount for the same period according to the unaudited management accounts of YT Parksong Australia. As confirmed by the Company, the total transaction amount of YT Parksong Australia for the period from 1 April 2011 to 31 August 2011 represents approximately 62.79% of the total revenue of the Company in the same period and we consider the impact of the Proposed Amendment on the total revenue of the Company to be mild. We have reviewed the unaudited management accounts of YT Parksong Australia for the period from 1 April 2011 to 31 August 2011 and we were advised by the Company that the cost of sale is not affected by the change in tin price in a short term and other expenses are not related to the tin price. Therefore, the gross profit and net profit of the Company would be slightly and adversely affected by the Proposed Amendment. Accordingly, we consider the impact of the Proposed Amendment is mild and acceptable.

Since the Proposed Amendment may affect the revenue derived from the sale of tin concentrates to the New Buyer pursuant to the New Framework Agreement, it may also affect the Annual Caps which were approved at the First EGM. We were advised by the Company that, in determination of the Annual Caps, an expected growth in both quantity and price of tin concentrates to be supplied have been taken into account which is sufficient to tolerate mild tin price fluctuations.

We have compared the aggregate transaction amount pursuant to the Framework Agreement and the New Framework Agreement and note that the aggregate transaction amount for the eight months from 1 January 2011 to 31 August 2011 was approximately HK$244 million, representing approximately 28.65% of the Annual Cap for the year ended 31 December 2011. We have also reviewed the basis and assumption for the determination of the Annual Caps, the quantity of tin concentrates transacted under the New Framework Agreement and the historical trend of LME tin price and consider that the Annual Caps have sufficient buffer to tolerate the mild tin price fluctuations based on our analysis on historical price data, and the likelihood that the future aggregate transaction amount will exceed the Annual Caps as a result of the Proposed Amendment is low.

In addition, we have also reviewed the terms of the New Framework Agreement and was confirmed by the Company that YT Parksong Australia, as a seller, has the power to control its supply of tin concentrates to the New Buyer within a range stipulated in the New Framework Agreement and it can monitor its sales of tin concentrates to ensure that the aggregate transaction amounts will not exceed the Annual Caps. Moreover, the Company will comply with the relevant requirements under the Listing Rules to inform the Shareholders and seek the Independent Shareholders’ approval at the general meeting should the aggregate transaction amounts exceed the Annual Caps.

– 15 –

LETTER FROM PARTNERS CAPITAL

Based on the above, we consider that the Annual Caps remain sufficient to safeguard the interests of the Shareholders in respect of the New Continuing Connected Transactions and are not required to be renewed.

RECOMMENDATION

Having considered the above principal factors, we are of the opinion that the terms of the Supplemental Agreement are fair and reasonable so far as the Shareholders are concerned and the entering of the Supplemental Agreement is in the interests of the Company and the Shareholders as a whole. We consider that the entering of the Supplemental Agreement was carried out on normal commercial terms and in the ordinary course of business of the Company. Accordingly, we recommend the Independent Shareholders to, and we recommend the Independent Board Committee to advise the Independent Shareholders to, vote in favour of the ordinary resolution to be proposed at the EGM for approving the Supplemental Agreement and entering thereof.

Yours faithfully,

For and on behalf of Partners Capital International Limited Alan Fung

Managing Director

– 16 –

GENERAL INFORMATION

APPENDIX

1. 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 giving information with regard to the Company. The Directors having made all reasonable enquires, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS OF DIRECTORS IN EQUITY OR DEBT SECURITIES

As at the Latest Practicable Date, the interests and short positions of each Director, chief executive and their respective associates in the shares, underlying shares and debentures of the Company or any associated corporation (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he is taken or deemed to have under such provisions of the SFO); or are required, pursuant to Section 352 of the SFO to be entered into the register referred to therein; or are required pursuant to the Model Code of Securities Transactions by Directors of Listed Companies to be notified to the Company and the Stock Exchange, are set out below:

				Approximate	Number of
	Type of	Number of	Shares held	shareholding	share options
Name of Directors	interests	Long Position	Short Position	percentage %	granted
Leung Kai Wing	Corporate	130,000,000	—	4.51	Nil
		(Note 1)
Cheung Wai Kuen	Corporate	560,000,000	—	19.44	Nil
		(Note 2)
Xie Haiyu	Personal	341,120,000	—	11.84	Nil

Notes:

1. Mr. Leung Kai Wing’s interests in the Company are held through Vitar Development Holdings Limited incorporated in British Virgin Islands, which is owned as to 32.5% by Mr. Leung Kai Wing.

2. Mr. Cheung Wai Kuen’s interest in the Company is held through Wright Source Limited.

Save as disclosed, as at the Latest Practicable Date, none of the Directors, chief executives and their respective associates has any interest or short positions in the shares, underlying shares and debentures of the Company or any associated corporation (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he is taken or deemed to have under such provisions of the SFO); or are required, pursuant to Section 352 of the SFO to be entered into the register referred to therein; or are required, pursuant to the Model Code of Securities Transactions by Directors of Listed Companies to be notified to the Company and the Stock Exchange.

– 17 –

GENERAL INFORMATION

APPENDIX

3. SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, so far as is known to the Directors and chief executives of the Company, the following persons, other than a Director or chief executive of the Company have an interest or a short position in the Shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who is, directly or indirectly, interested in ten per cent. or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group:

	Number of Shares	Number of Shares	held/Approximate	shareholding percentage	shareholding percentage
	Long		Short		Lending
Name of Shareholders	Position	%	Position	%	Pool	%
Wright Source Limited
(Note 1)	560,000,000	19.44	—	—	—	—
Chan Kon Fung (Note 2)	428,639,456	14.88	272,108,843	9.44	—	—

Notes:

1. Wright Source Limited is wholly owned by Mr. Cheung Wai Kuen.

2. The 428,639,456 Shares in long position include 406,190,477 Shares issuable upon the full conversion of an issued convertible bond of the Company and 22,448,979 Shares issuable upon the full conversion of the convertible bond of the Company which the Company has agreed to issue but has not yet issued, and 272,108,843 Shares in short position are beneficially owned by Chan Kon Fung as personal interest.

Save as disclosed herein, as at the Latest Practicable Date, there was no other person so far as is known to the Directors and chief executives of the Company, other than a Director or chief executive of the Company has an interest or a short position in the Shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who is, directly or indirectly, interested in ten per cent. or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group.

4. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors has any existing or proposed contract of service with any member of the Group which is not expiring or terminable within one year without payment of compensation (other than statutory compensation).

– 18 –

GENERAL INFORMATION

APPENDIX

5. OTHER INTERESTS OF THE DIRECTORS

As at the Latest Practicable Date:

• (a) none of the Directors had any direct or indirect interest in any assets which have, since 31 December 2010, being the date of the latest published audited consolidated financial statements of the Group were made up, been acquired or disposed of by, or leased to, or are proposed to be acquired or disposed of by, or leased to any member of the Group; and

• (b) none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group which contract or arrangement is subsisting as at the date of this circular and which is significant in relation to the business of the Group as a whole.

6. EXPERT’S CONSENT AND QUALIFICATION

The following is the qualification of the professional adviser who has given opinion or advice which is contained in this circular:

Name Qualification

Partners Capital A corporation licensed to carry out regulated activities type 1 (dealing in securities) and type 6 (advising on corporate finance) under the SFO

Partners Capital has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and all reference to its name in the form and context in which they appear.

As at the Latest Practicable Date, Partners Capital was not beneficially interested in the share capital of any member of the Group nor did it has any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group nor did it have any interest, either direct or indirect, in any assets which have been, since the date to which the latest published audited consolidated financial statements of the Group were made up, acquired, disposed of by, or leased to, or are proposed to be acquired or disposed of by, or leased to any member of the Group.

7. COMPETING INTERESTS

None of the Directors and his associates is interested directly or indirectly in a business, apart from his interest in the Company, which competes or is likely to compete with the business of the Group.

8. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not ware of any material adverse change in the financial or trading position of the Group since 31 December 2010, being the date to which the latest published audited consolidated financial statements of the Group were made up.

– 19 –

GENERAL INFORMATION

APPENDIX

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the principal place of business of the Company at Room 2607, Greenfield Tower Concordia Plaza, 1 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong Hong Kong during normal business hours from the date of this circular up to and including the date which is 14 days from the date of this circular and at the EGM:

• (a) the letter of recommendation from the Independent Board Committee, the text of which is set out on page 9 of this circular;

• (b) the letter from Partners Capital, the text of which is set out on pages 10 to 16 of this circular;

• (c) the written consent from Partners Capital referred to in paragraph 6 of this appendix;

• (d) the Supplemental Agreement; and

• (e) the New Framework Agreement.

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NOTICE OF THE EGM

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GOODTOP TIN INTERNATIONAL HOLDINGS LIMITED 萬 佳 錫 業 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 195)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Goodtop Tin International Holdings Limited (the ‘‘Company’’) will be held at Room 2607, Greenfield Tower Concordia Plaza, 1 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong on Wednesday, 28 December 2011 at 10:30 a.m., for the purposes of considering and, if thought fit, passing, with or without modification, the following resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT the supplemental agreement (the ‘‘Supplemental Agreement’’) dated 12 October 2011 entered into between YT Parksong Australia and Yunnan Tin Australia TDK Resources Pty Ltd. (the ‘‘New Buyer’’) to the framework agreement between the abovementioned parties dated 25 March 2011 (the ‘‘New Framework Agreement’’) for the proposed change of quotation period which originally begins from 15 days before the bill of lading date to 30 days after the bill of lading date to the period which begins from the bill of lading date to 45 days after the bill of lading date be and are hereby approved and any one director of the Company be and is hereby authorised to exercise all the powers of the Company and take all other steps as they may in their opinion to be desirable or necessary in connection with the Supplemental Agreement and generally to exercise all the powers of the Company as they deem desirable or necessary in connection with the forgoing.’’

By order of the Board Goodtop Tin International Holdings Limited Fu Wing Kwok Ewing Company Secretary

Hong Kong, 1 December 2011

Registered Office:

Cricket Square Hutchins Drive PO Box 2681 Grand Cayman KY1-1111 Cayman Islands

– 21 –

NOTICE OF THE EGM

Principal place of business in Hong Kong: Room 2607, 26/F, Greenfield Tower Concordia Plaza, 1 Science Museum Road Tsimshatsui, Kowloon Hong Kong

Notes:

1. A shareholder entitled to attend and vote at the above meeting may appoint one or more than one proxies to attend and to vote on a poll in his stead. On a poll, votes may be given either personally (or in the case of a shareholder being a corporation, by its duly authorized representative) or by proxy. A proxy need not be a shareholder of the Company.

2. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders are present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

3. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investors Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

4. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting if shareholders so wish.

5. The ordinary resolution set out in this notice of extraordinary general meeting will be put to Shareholders to vote taken by way of a poll.

– 22 –