Greentech Technology International Limited - Proxy Solicitation & Information Statement 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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

If you have sold or otherwise transferred all your shares in Goodtop Tin International Holdings Limited, you should at once hand this circular to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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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) CONNECTED TRANSACTION — LOAN CAPITALISATION, (2) PLACING OF NEW SHARES UNDER SPECIFIC MANDATE,

(3) REPURCHASE OF CONVERTIBLE BONDS,

(4) PROPOSED CHANGE OF COMPANY NAME AND

(5) NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser

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Placing Agent

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A letter from the Board relating to, inter alia, the Loan Capitalisation, the Placing, the Repurchase and Change of Company Name is set out on pages 5 to 22 of this circular. A letter from the Independent Board Committee containing its advice to the Independent Shareholders is set out on pages 23 to 24 of this circular. A letter from SWC containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 25 to 44 of this circular. A notice convening the EGM to be held at Room 2607, 26th Floor, Greenfield Tower, Concordia Plaza, 1 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong on 20 November 2012 at 11:00 a.m. is set out on pages 52 to 54 of this circular.

Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Tricor Investor Services 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 appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

2 November 2012

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Letter from	the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
Letter from	SWC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
Appendix I	— General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	45
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		52

– i –

DEFINITIONS

In this circular, the following expressions have the meanings respectively set opposite them unless the context otherwise requires:

‘‘Acquisition’’
the acquisition of the entire interest in Parksong Mining as announced by the Company on 16 August 2010
‘‘Agreement’’ the agreement dated 19 September 2012 entered into between the Company, Mr. Xie and the Vendors relating to the sale and purchase of HK$580 million face value of Convertible Bonds
‘‘Announcement’’
the announcement of the Company dated 27 September 2012 in relation to, among other things, the Loan Capitalisation, the Placing and proposed Change of Company Name
‘‘associate(s)’’ has the meaning ascribed to this term under the Listing Rules
‘‘Board’’ the board of Directors from time to time
‘‘Change of Company Name’’ the proposed change of the English name of the Company from ‘‘Goodtop Tin International Holdings Limited’’ to ‘‘L’sea Resources International Holdings Limited’’ and the Chinese name of the Company from ‘‘萬佳錫業國際控股有限公司’’ to ‘‘利海資源國際控股有限公司’’
‘‘Company’’ Goodtop Tin International Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange
‘‘connected person(s)’’ has the meaning ascribed to it in the Listing Rules
‘‘Convertible Bonds’’
HK$773.5 million face value convertible bonds issued by the Company due 3 March 2016 in connection with the Acquisition
‘‘Director(s)’’ directors of the Company
‘‘EGM’’
the extraordinary general meeting of the Company to be convened and held to consider and, if thought fit, to approve, among other things, the Loan Capitalisation, the allotment and issue of the Loan Capitalisation Shares, the Placing, the allotment and issue of the Placing Shares, the Repurchase and the proposed Change of Company Name
‘‘Group’’ the Company and its subsidiaries

– 1 –

DEFINITIONS

‘‘Hong Kong’’
‘‘Independent Board Committee’’
‘‘Independent Financial Adviser’’ or ‘‘SWC’’
‘‘Independent Shareholders’’
‘‘Independent Third Party(ies)’’
‘‘Latest Practicable Date’’
‘‘Listing Committee’’
‘‘Listing Rules’’
‘‘Loan’’
‘‘Loan Agreement’’
‘‘Loan Capitalisation’’
the Hong Kong Special Administrative Region of the PRC
the independent board committee of the Company formed by all the independent non-executive Directors to advise the Independent Shareholders on the terms of the Loan Capitalisation and the transactions contemplated thereby
South West Capital Limited, a corporation licensed by the Securities and Futures Commission which is engaged in type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO and the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Loan Capitalisation Agreement and the transactions contemplated thereunder
Shareholders other than Mr. Xie and his associates
third party(ies) independent of and not connected with the directors, chief executive and substantial shareholders of the Company and its subsidiaries and their respective associates
29 October 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular
the listing sub-committee appointed by the Stock Exchange for considering applications for listing and the granting of listing
the Rules Governing the Listing of Securities on the Stock Exchange
the loan granted by Mr. Xie to the Group in the amount of HK$150,000,000 as announced by the Company on 19 September 2012
the loan agreement dated 19 September 2012 entered into between Mr. Xie and Parksong Mining in relation to a loan of HK$150,000,000 granted by Mr. Xie to Parksong Mining
the subscription of the Loan Capitalisation Shares at HK$0.2 per Loan Capitalisation Share by Mr. Xie under the Loan Capitalisation Agreement by capitalising HK$89,200,000 of the Loan

– 2 –

DEFINITIONS

‘‘Loan Capitalisation the agreement dated 27 September 2012 and entered into Agreement’’ between the Company and Mr. Xie in respect of the Loan Capitalisation as supplemented by an agreement between the parties on 15 October 2012
‘‘Loan Capitalisation Price’’
the price of HK$0.2 per Loan Capitalisation Share
‘‘Loan Capitalisation Shares’’ an aggregate number of 446,000,000 new Shares to be allotted and issued in connection with the Loan Capitalisation
‘‘Mr. Xie’’ Mr. Xie Hai Yu, an executive Director and a substantial Shareholder of the Company
‘‘Parksong Mining’’ Parksong Mining and Resource Recycling Limited, an indirect wholly-owned subsidiary of the Company
‘‘Placee(s)’’
any professional, institutional or other investor(s) or any of their respective subsidiaries or associates procured by the Placing Agent to subscribe for any of the Placing Shares pursuant to the Placing Agent’s obligations under the Placing Agreement
‘‘Placing’’ the proposed offer by way of a private placing of the Placing Shares by a maximum of two tranches, on a best endeavours basis, procured by the Placing Agent to selected investors on the terms and subject to the conditions set out in the Placing Agreement
‘‘Placing Agent’’ Kingston Securities Limited, a licensed corporation to carry on business in type 1 (dealing in securities) regulated activity under the SFO
‘‘Placing Agreement’’ the conditional agreement dated 27 September 2012 entered into between the Company and the Placing Agent in respect of the Placing as supplemented by an agreement between the parties on 15 October 2012
‘‘Placing Price’’
HK$0.2 per Placing Share
‘‘Placing Share(s)’’ in aggregate 1,804,000,000 new Shares to be placed pursuant to the Placing Agreement
‘‘PRC’’
the People’s Republic of China, which, for the purposes of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

– 3 –

DEFINITIONS

‘‘Put and Call Option the agreements dated 19 September 2012 entered into Agreement’’ between each of the Vendors and Mr. Xie in relation to the sale and purchase of HK$580 million of the Convertible Bonds
‘‘Repurchase’’ the repurchase of HK$580 million face value of Convertible Bonds due 3 March 2016 held by Sun Hung Kai Investment Services Limited and Sun Hung Kai Structured Finance Limited issued by the Company for HK$300 million as announced on 19 September 2012
‘‘Repurchase Announcement’’ the Company’s announcement dated 19 September 2012 in relation to, inter alia, the Repurchase
‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
‘‘Share(s)’’ ordinary share(s) of HK$0.005 each in the share capital of the Company
‘‘Shareholder(s)’’ holder(s) of the Share(s)
‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited
‘‘Takeovers Code’’ the Hong Kong Code on Takeovers and Mergers
‘‘Vendors’’ collectively Sun Hung Kai Investment Services Limited and Sun Hung Kai Structured Finance Limited
‘‘HK$’’ Hong Kong dollars, the lawful currency for the time being of Hong Kong
‘‘%’’ per cent.

– 4 –

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. CHEUNG Wai Kuen Mr. PU Xiadong Mr. NIE Dong

Non-executive Directors: Prof. QIU Guanzhou Mr. CHEN Zhenliang

Independent Non-executive Directors: Mr. GAO Dezhu Mr. KANG Yi Mr. CHI Chi Hung, Kenneth

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

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

2 November 2012

To the Shareholders

Dear Sir or Madam,

(1) CONNECTED TRANSACTION — LOAN CAPITALISATION, (2) PLACING OF NEW SHARES UNDER SPECIFIC MANDATE,

(3) REPURCHASE OF CONVERTIBLE BONDS, (4) PROPOSED CHANGE OF COMPANY NAME AND

(5) NOTICE OF THE EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Repurchase Announcement and the Announcement in relation to, among other things, the Repurchase, the Loan Capitalisation, the Placing and the proposed Change of Company Name.

– 5 –

LETTER FROM THE BOARD

On 19 September 2012 the Company entered into the Agreement with the Vendors in relation to the Repurchase and the Loan Agreement. Mr. Xie and each of the Vendors have also entered into the Put and Call Option Agreement.

On 27 September 2012, the Company and the Placing Agent entered into the Placing Agreement pursuant to which has conditionally agreed to place through the Placing Agent, on a best endeavours basis, a maximum of 1,804,000,000 Placing Shares by way of two tranches (in which the first tranche shall not be more 1,304,000,000 Placing Shares and the second tranche shall not be more than 500,000,000 Placing Shares) to not less than six independent Placees at the price of HK$0.2 per Share for each tranche of the Placing.

The purpose of this circular is to provide you with, among other things, further information regarding the Repurchase, the Loan Capitalisation, the Placing, the proposed Change of Company Name and a notice of the EGM.

REPURCHASE

On 19 September 2012, the Company entered into the Agreement with Mr. Xie and the Vendors (the Vendors being the noteholders of HK$580 million face value of Convertible Bonds) pursuant to which the Company, after arm’s length negotiation, has agreed to acquire and the Vendors have agreed to sell HK$580 million face value of the Convertible Bonds for HK$300 million (the ‘‘Consideration’’). As at the Latest Practicable Date, the Company has a total of HK$756,400,000 outstanding issued convertible bonds. Mr. Xie has agreed to guarantee all the obligations of the Company under the Agreement.

The Consideration will be payable to the Vendors in the following manner:

(a) a non-refundable deposit of HK$150 million on or before 19 September 2012; and
(b) the balance HK$150 million on or before 19 December 2012, with an option to extend for up to 3 months provided that if an extension is requested, the following instalments will be made:
(i) Instalment 1 (if applicable) — in aggregate a non-refundable HK$25 million (no later than 19 January 2013) payable to the Vendors;
(ii) Instalment 2 (if applicable) — in aggregate a non-refundable HK$25 million (no later than 19 February 2013) payable to the Vendors; and
(iii) Instalment 3 (if applicable) — in aggregate a non-refundable HK$100 million (no later than 19 March 2013) payable to the Vendors.

– 6 –

LETTER FROM THE BOARD

Any such extension shall be subject to the Company paying the Vendors an upfront interest payment on the due date of each instalment calculated at a rate of 2% per month on the balance of Consideration outstanding at the time of the extension. The Directors are of the view that such interest is fair and reasonable given the deep discount commercially agreed in connection with the Consideration and the extended time allowed for the payment of the balance of the Consideration. Furthermore, the Directors believe that obtaining short term financing from independent financial institutions (especially without security) on reasonable terms for any such balance payment of Consideration would be extremely difficult, if at all.

If the Company fails to pay the deposit payment or the balance of the Consideration in accordance with the agreed time schedule, each of the Vendors may at its election by serving a notice in writing on the Company, terminate the Agreement and forfeit any payment that the Company has already made to it without further obligation or liability to the Company. The deposit payment of HK$150 million was already paid by the Company on 19 September 2012.

Financing of the Repurchase

In connection with the Repurchase, Parksong Mining has entered into a loan agreement with Mr. Xie, as lender and a director, a substantial shareholder and a connected person of the Company, on 19 September 2012 whereby Mr. Xie has agreed to lend to Parksong Mining a principal sum of HK$150 million for the purpose of satisfying part of the Consideration. Major terms of the Loan Agreement are as follows:

Principal amount of the Loan:

HK$150 million

Term:

4 months from the date on which the advance of the Loan has been made or such other date as may be agreed between the lender and the Company

Interest:

3% per annum of the total amount of the advancement of the Loan

The Loan was drawn down fully on 19 September 2012.

As the financial assistance provided by Mr. Xie, a connected person, for the benefit of the Company was on normal commercial terms and no security over the assets of the Company is granted, such financial assistance was exempt from the reporting, announcement and the independent shareholders’ approval requirements under Rule 14A.65(4) of the Listing Rules.

It is intended that the balance of the consideration for the Repurchase will be funded by way of the Loan Capitalisation and the Placing.

– 7 –

LETTER FROM THE BOARD

Put and Call Option Agreement and Undertaking

Mr. Xie and each of the Vendors have entered into the Put and Call Option Agreement that in the event that completion of the Agreement does not take place within the agreed timeframe, he may exercise the call option and each of the Vendors can exercise the put option so that he purchases HK$580 million face value of the Convertible Bonds for HK$150 million. Mr. Xie has executed an undertaking in favour of the Company undertaking to (i) waive the Loan in the event that the put option or call option under the Put and Call Option Agreement in relation to the Repurchase is exercised and (ii) exercise the call option pursuant to the Put and Call Option Agreement (to the extent that the put option is not exercised by the Vendors) so that there is no liability to the Company pursuant to the Agreement. In the event that the HK$580 million face value of the Convertible Bonds are purchased by Mr. Xie, a further announcement will be made and the Company will comply with the relevant requirements of the Listing Rules if necessary.

The put option and call option (as the case maybe) pursuant to the Put and Call Option Agreement is exercisable within 24 months after 19 December 2012 or such date as may be extended by the mechanism permitted as set out above.

The Directors (including all the independent non-executive Directors) take the view that the Agreement is on normal commercial terms, the terms of which are fair and reasonable and that the entering into the Agreement are in the interests of the Company and the Shareholders as a whole.

Reasons for the Repurchase

As the Company had HK$580 million outstanding issued Convertible Bonds held by the Vendors, which mature in 2016, the Company would, to the extent that they are not converted, be required to redeem them at their face value at that time. Given the chance presented to the Company to repurchase it from the Vendors at a significant discount to its face value, the Directors believe it is in the best interest of the Company and its Shareholders that the Repurchase be made.

Miscellaneous

The Company’s announcement dated 16 August 2010 and the circular dated 31 December 2010 both indicated that the Convertible Bonds were not redeemable early other than upon an occurrence of events of default. The Board wishes to clarify that pursuant to the terms and conditions of the Convertible Bonds, the Convertible Bonds can be redeemed early at 100% of the principal amount plus interest accrued or by agreement between the Company or any of its subsidiaries and the bondholder at any price as agreed between them. Accordingly, the Repurchase is made pursuant to the terms and conditions of the instrument constituting the Convertible Bonds.

The Company will voluntarily seek approval from Independent Shareholders at the EGM in respect of the Repurchase. Mr. Xie and his associates will not vote at the EGM on the resolution regarding the Repurchase.

The Convertible Bonds will be cancelled following the Repurchase.

– 8 –

LETTER FROM THE BOARD

LOAN CAPITALISATION

The Loan Capitalisation Agreement

As mentioned in the paragraph ‘‘Financing of the Repurchase’’ under the section ‘‘Repurchase’’ above, Mr. Xie as the lender has made an unsecured loan of HK$150 million at a rate of 3% per annum to Parksong Mining to facilitate the Repurchase. The Loan was fully drawn down on 19 September 2012 and was subsequently novated to the Company on 27 September 2012.

Pursuant to the Loan Capitalisation Agreement executed on 27 September 2012 (after trading hours), the Company as the issuer has conditionally agreed to allot and issue and Mr. Xie as the subscriber has conditionally agreed to subscribe for 446,000,000 new Shares. As at the Latest Practicable Date, Mr. Xie is an executive Director and a substantial shareholder of the Company and therefore is a connected person of the Company.

The subscription price payable by Mr. Xie will be satisfied by capitalising HK$89,200,000 of the Loan due from the Company to Mr. Xie. It is expected that the remaining amount of the loan of HK$60.8 million plus interest accrued thereon at the rate of 3% per annum due from the Company to Mr. Xie will be paid by the Company out of the proceeds of the Placing.

Assuming that there will be no change in the issued share capital of the Company between the Latest Practicable Date and the completion of the Loan Capitalisation, the 446,000,000 Loan Capitalisation Shares to be allotted and issued under the Loan Capitalisation Agreement represents approximately 15.5% of the existing issued share capital of the Company as at the date of the Latest Practicable Date and approximately 13.4% of the entire issued share capital as enlarged by the allotment and issue of the Loan Capitalisation Shares.

– 9 –

LETTER FROM THE BOARD

Conditions of the Loan Capitalisation Agreement

The Loan Capitalisation Agreement is conditional upon and subject to the following conditions:

(a) the Repurchase having been approved by Independent Shareholders at the EGM;
(b) the passing by the Independent Shareholders at the EGM of resolutions approving the Loan Capitalisation Agreement and the transaction contemplated thereunder including the granting of a specific mandate to the Directors to allot and issue the Loan Capitalisation Shares;
(c) the Stock Exchange granting the listing of and permission to deal in the Loan Capitalisation Shares and such approval and permission not having subsequently been revoked prior to commencement of dealing in the Loan Capitalisation Shares on the Stock Exchange; and
(d) if necessary, all consents of all relevant governmental and regulatory authorities and other relevant third parties in Hong Kong, the Cayman Islands, or elsewhere which are required or appropriate for entering into and the implementation of the Loan Capitalisation having been given or made.

The conditions of the Loan Capitalisation Agreement cannot be waived by the parties to the Loan Capitalisation Agreement. As at the Latest Practicable Date, none of the conditions have been fulfilled.

Mr. Xie and his associates will abstain from voting in respect of the resolutions approving the Loan Capitalisation and the allotment and issue of the Loan Capitalisation Shares at the EGM due to their interests in such transactions.

Completion of the Loan Capitalisation shall take place not later than 7 business days after the satisfaction of the last of the conditions above.

It is a term of the Loan Capitalisation Agreement that the Company shall not be required to allot and issue any Shares to Mr. Xie if upon such allotment and issue, Mr. Xie and parties acting in concert with him shall be interested (whether directly or indirectly) in such percentage of the voting rights of the Company if Mr. Xie would be obliged to make a mandatory general offer under the Takeovers Code in force from time to time at the date of the allotment and issue of the Loan Capitalisation Shares.

Loan Capitalisation Price

The Loan Capitalisation Price of HK$0.2 per Loan Capitalisation Share is equivalent to the Placing Price. The Loan Capitalisation Price was arrived after arm’s length negotiations between the Company and the relevant parties to the Loan Capitalisation Agreement having regards to the capital requirement of the Group for other potential uses, including but not limited to financing the Repurchase, the Renison Tin Acquisition (as defined on page 16 below), other potential investments and general working capital of the Group.

– 10 –

LETTER FROM THE BOARD

The Loan Capitalisation Price and the Placing Price of HK$0.2 represents (i) a discount of approximately 47.4% to the closing price of HK$0.38 per Share as quoted on the Stock Exchange at the date of the Announcement; (ii) a discount of approximately 39.4% to the average of the closing prices per Share of approximately HK$0.33 for the last five consecutive trading days prior to the date of the Announcement; (iii) a discount of approximately 41.2% to the average of the closing prices per Share of approximately HK$0.34 for the last ten consecutive trading days prior to the date of the Announcement and (iv) a discount of approximately 50.6% to the closing price per Share of HK$0.405 as at the Latest Practicable Date.

Ranking of the Loan Capitalisation Shares

The Loan Capitalisation Shares, when allotted and issued, will rank equally in all respects among themselves and with the Shares in issue on the date of allotment and issue of the Loan Capitalisation Shares. Upon the completion of the Loan Capitalisation, 446,000,000 new shares of HK$0.005 each will be allotted and issued to Mr. Xie.

Listing

Application will be made by the Company to the Listing Committee of the Stock Exchange for the grant of the listing of, and permission to deal in, the Loan Capitalisation Shares.

THE PLACING AGREEMENT

Date

27 September 2012 (after trading hours)

Parties

The Company as the issuer and the Placing Agent

Placing Agent

The Placing Agent has conditionally agreed to place in aggregate 1,804,000,000 Placing Shares by a maximum of two tranches in which the first tranche shall not be more than 1,304,000,000 Placing Shares and the second tranche shall not be more than 500,000,000 Placing Shares), on a best endeavours basis, to the independent investors.

Upon the allotment and issue of each tranche of the Placing Shares, the Placing Agent will receive a placing commission of 1.5% on the gross proceeds of the issue of such Placing Shares. Such placing commission was arrived at after arm’s length negotiations between the Company and the Placing Agent under normal commercial terms and with reference to the prevailing market rate.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as at the date of the Announcement, the Placing Agent and its ultimate beneficial owners are Independent Third Parties.

– 11 –

LETTER FROM THE BOARD

Placees

The Placing Agent has agreed to place the Placing Shares on a best endeavours basis to not less than six Placees (who will be independent professional, institutional or other investor), who and whose ultimate beneficial owner(s) will be Independent Third Parties for each tranche of the Placing. It is expected that none of the individual Placee will become a substantial Shareholder (as defined in the Listing Rules) immediately after the completion of the relevant tranche of the Placing. If any of the Placees becomes a substantial Shareholder (as defined in the Listing Rules) after the completion of each tranche of the Placing, a further announcement will be made by the Company.

Placing Price

The Placing Price of HK$0.2 represents:

(i) a discount of approximately 47.4% to the closing price of HK$0.38 per Share as quoted on the Stock Exchange at the date of the Announcement;
(ii) a discount of approximately 39.4% to the average of the closing prices per Share of approximately HK$0.33 for the last five consecutive trading days prior to the date of the Announcement;
(iii) a discount of approximately 41.2% to the average of the closing prices per Share of approximately HK$0.34 for the last ten consecutive trading days prior to the date of the Announcement; and
(iv) a discount of approximately 50.6% to the closing price of Shares of approximately HK$0.405 as at the Latest Practicable Date.

The Placing Price was determined after arm’s length negotiations between the Company and the Placing Agent on the date of the Announcement and with reference to (a) the prevailing market prices of the Shares; (b) the Loan Capitalisation Price; (c) the financial position and requirements of the Company. The Directors (including the independent nonexecutive Directors) consider that the terms of the Placing (including the Placing Price) are on normal commercial terms and are fair and reasonable as the Company based on the current market conditions. As such, the Placing is in the interests of the Company and the Shareholders as a whole.

Based on the estimated expenses of approximately HK$5.8 million for the Placing, the maximum gross proceeds and net proceeds from the Placing will be approximately HK$360.8 million and HK$355.0 million respectively. The aggregate nominal value of the Placing Shares is HK$9,020,000. The net price for each Placing Share will be approximately HK$0.197.

– 12 –

LETTER FROM THE BOARD

Placing Shares

Pursuant to the Placing Agreement, in aggregate 1,804,000,000 Placing Shares will be placed by the Placing Agent by a maximum of two tranches (in which the first tranche shall not be more than 1,304,000,000 Placing Shares and the second tranche will not be more than 500,000,000 Placing Shares) to the independent investors on a best endeavours basis.

Assuming that there will be no change in the issued share capital of the Company between the Latest Practicable Date and the completion of the Placing, the maximum number of 1,804,000,000 Placing Shares represent (i) approximately 62.6% of the existing issued share capital of the Company as at the date of the Announcement; (ii) approximately 38.5% of the entire issued share capital as enlarged by the allotment and issue of the Placing Shares; and (iii) approximately 35.2% of the entire issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares and the Loan Capitalisation Shares.

The Placing Shares will be allotted and issued under a specific mandate to be obtained from Independent Shareholders at the EGM. The Placing Shares will, when fully paid, be allotted and issued in accordance with the memorandum and articles of association of the Company and with the relevant rules and regulations applicable to the Company in Hong Kong and the Cayman Islands and will, upon allotment and issue, be free from all liens, charges, encumbrances or third party rights of whatsoever nature and together with all rights attaching thereto at completion of the Placing and thereafter.

The Placing Shares will rank, upon issue, pari passu in all respects with the Shares in issue on the date of allotment and issue of the Placing Shares.

Conditions Precedent

Completion of the Placing is conditional upon:

(a) the Listing Committee of the Stock Exchange granting approval for the listing of and permission to deal in the Placing Shares under the relevant tranche of the Placing;
(b) the passing by Independent Shareholders at the EGM of all necessary resolutions in compliance with the Listing Rules to approve the Placing Agreement and the transactions contemplated thereunder, including the allotment and issue of the Placing Shares; and
(c) the obligations of the Placing Agent under the Placing Agreement becoming unconditional and not being terminated in accordance with the terms thereof, including provision regarding force majeure events.

If any of the above conditions are not fulfilled in whole or in part by the Placing Agent prior to 9:00 a.m. on the date falling three months after the date of the EGM or such later date as may be agreed between the Placing Agent and the Company, the Placing will be terminated and the Placing will not proceed and all obligations and liabilities of the parties thereunder will forthwith cease and determine and no party will have any claim against the others (save for any antecedent breaches thereof).

– 13 –

LETTER FROM THE BOARD

Completion of the Placing

Completion of each tranche of the Placing will take place within four Business Days after the fulfilment of the conditions referred to above or such later date as may be agreed between the Company and the Placing Agent and in any event by no later than three months following the date of the EGM (or such later date as the relevant parties may agree).

Each tranche of the Placing is conditional upon the fulfillment of the conditions and is subject to the termination on the occurrence of, among other things, any event of force majeure. The Placing Shares to be allotted and issued under the Placing Agreement will be allotted and issued pursuant to a specific mandate to be obtained at the EGM.

The parties to the Placing Agreement entered into a supplemental agreement on 15 October 2012 (the ‘‘Placing Supplemental Agreement’’) whereby a new provision was inserted into the Placing Agreement to the extent that all Placing Shares to be allotted and issued shall be subject to a non disposal or transfer restriction for a period of 6 months following their issue.

Listing

Application will be made by the Company to the Listing Committee of the Stock Exchange for the grant of the listing of, and permission to deal in, the Placing Shares.

Termination of the Placing

The Placing Agent may terminate the Placing Agreement by notice in writing prior to 9:00 a.m. on the date of completion of the relevant tranche of the Placing, if in the absolute opinion of the Placing Agent, the success of the Placing would be materially and adversely affected by any force majeure events:

(a) the introduction of any new laws or regulations or any change in existing laws or regulations (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may, in the absolute opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or
(b) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before and/or after the date of the Placing Agreement) of a political, military, financial, economic, currency (including a change in the system under which the value of the Hong Kong currency is linked to the currency of the United States of America) or other nature (whether or not sui generis with any of the foregoing), or in the nature of any local, national, international outbreak or escalation of hostilities or armed conflict, or affecting local securities market or the occurrence of any combination of circumstances which may, in the absolute opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of

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LETTER FROM THE BOARD

the Group as a whole or adversely prejudices the success of the Placing to potential investor(s) or otherwise makes it inexpedient or inadvisable for the Company or the Placing Agent to proceed with the Placing; or

(c) any change in market conditions or combination of circumstances in Hong Kong (including without limitation to suspension or material restriction or trading in securities) occurs which affect the success of the Placing (such success being the placing of the Shares to potential investor(s)) or otherwise in the absolute opinion of the Placing Agent makes it inexpedient or inadvisable or inappropriate for the Company or the Placing Agent to proceed with the Placing.

If, at or prior to 9:00 a.m. on the date of Completion:

(a) the Company commits any material breach of or omits to observe any of the obligations or undertakings expressed or assumed under the Placing Agreement; or
(b) any suspension in the trading of the Shares on the Stock Exchange for more than ten consecutive trading days save for the purposes of clearing of the announcement relating to the Placing Agreement and the Loan Capitalisation or circulars relating to the Placing, the Repurchase and/or the Loan Capitalisation; or
(c) the Placing Agent shall become aware of the fact that any of the representations or warranties contained in the Placing Agreement was, when given, untrue or inaccurate or would in any respect be untrue or inaccurate if repeated the Placing Agent shall determine that any such untrue representation or warranty represents or is likely to represent a material adverse change in the financial or trading position or prospects of the Group taken as a whole or will otherwise likely to have a material prejudicial effect on the Placing.

Since completion of the Placing is subject to the fulfillment of the conditions precedent as set out in the Placing Agreement, the Placing may or may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

REASONS FOR THE LOAN CAPITALISATION, THE PLACING AND USE OF PROCEEDS

In March 2011, the Group formally made its presence into the non-ferrous metal industry by completing the Acquisition. Following the Acquisition, the Group holds a 41% interest in a tin mine project in Tasmania, Australia (the ‘‘Renison Tin Project’’). The Renison Tin Project comprises of Renison underground mine, the Mount Bischoff open pit tin mining project and the Rentails tailing processing project. Renison underground mine has been one of the major hard rock tin mines in the world and the largest tin mine in Australia. Having completed the Acquisition, the Group has become one of the major tin producers in the world with its 41% interest in Renison underground mine and Mount Bischoff open pit mine.

– 15 –

LETTER FROM THE BOARD

Pursuant to the sale and purchase agreement of the Acquisition, part of the consideration is settled by issuance of the Convertible Bonds. On the completion date of the Acquisition, the Company issued zero-coupon convertible bonds with principal amount of HK$773.5 million with maturity of five years. The Convertible Bonds were denominated in Hong Kong Dollar and entitled the holders to convert them into Shares at any time within 5 years from the date of issue of the Convertible Bonds, at the conversion price of HK$1.47 per Share.

As announced by the Company on 19 September 2012, the Company is proposing to undergo the Repurchase and Mr. Xie made the Loan to the Group. In light of the Repurchase, the working capital requirements and the financial position of the Group, the Directors believe that it is in the best interest of the Company to convert part of the loans due from the Company to Mr. Xie into capital and to conduct the Placing to finance the Repurchase.

The Directors expected that the maximum gross proceeds and the net proceeds from the Placing will be approximately HK$360.8 million and HK$355.0 million respectively which are intended to be used to finance the Repurchase (as to HK$150.0 million), to repay the balance of the Loan to Mr. Xie (being approximately HK$60.8 million plus interest accrued and other loans due to Mr. Xie (as to HK$63.8 million)), for the possible acquisition of an additional 10% interest in the Renison Tin Project (the ‘‘Renison Tin Acquisition’’) (as to approximately HK$50.0 million) (as disclosed below), other future potential investments which have not yet been identified (as to approximately HK$50.0 million) and general working capital purposes (as to approximately HK$41.2 million).

In view of (i) the current financial performance and position of the Group, which recorded losses for the year ended 31 December 2011 and for the six months ended 30 June 2012 and net current liabilities as at 30 June 2012; (ii) immediate working capital requirements of the Group to finance the aforesaid uses, especially to finance the Repurchase; (iii) the large fundraising size of the Loan Capitalisation and the Placing; and (iv) prevailing market conditions, the Directors (including all independent non-executive Directors) consider that the discounts of the Loan Capitalisation Price and the Placing Price to the recent Share prices are fair and reasonable. In addition, the Directors consider that the Loan Capitalisation is a sequel to the Placing, which involves an issue of Shares to a connected person, thus having a similar nature to that of a transaction involving share subscription or placing to a connected person. The entering into of the Loan Capitalisation Agreement and Loan Capitalisation Supplemental Agreement provides a measure of support from Mr. Xie to the Group and allows further commitment from Mr. Xie in relation to the future development of the Group. Thus, pricing the Loan Capitalisation at the same price at which the Placing Price is determined.

Regarding the Renison Tin Acquisition, when the Group acquired the 41% interest in the Renison Tin Project, it was granted a call option to acquire a further 10% in the Renison Tin Project. The Group had issue a notice to Metals X Limited, which granted the call option to the Group, purporting to exercise an option to acquire a further 10% interest in the Renison Tin Project from Metals X Limited. The board of Metals X Limited believed that this option was previously relinquished by the Group and the purported notice to exercise the option is therefore of no effect. The Group believes that the Group is still entitled to the right to exercise the aforesaid option. The Group is currently seeking legal advice to defend and/or counterclaim its interests in relation to the above. The Group will continue to try and proceed with the acquisition of a further 10% upon completion of the Placing.

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LETTER FROM THE BOARD

The Directors also consider that the Loan Capitalisation and the Placing will enlarge the capital base of the Company and will reduce the gearing level of the Group thereby strengthening the financial position of the Group. The existing material liabilities of the Group will also be substantially settled without affecting the working capital of the Group.

Upon completion of the Loan Capitalisation and the Placing, the net asset value of the Group would be increased by the Loan Capitalisation amount of HK$89.2 million and the maximum net proceeds raised from the Placing of approximately HK$355 million. The gearing ratio, being the ratio of bank borrowings to total assets, of the Group was approximately 3.5% as of 30 June 2012 and is expected to decrease upon completion of the Loan Capitalisation and the Placing.

In addition, as (i) the Loan Capitalisation Amount will be settled in full by the allotment and issue of the Loan Capitalisation Shares without cash outlay by the Group and (ii) the Group will apply part of the proceeds from the Placing to finance the Repurchase and repay the remaining balance of the Loan to Mr. Xie and other shareholder’s loans due to Mr. Xie, the Group will be able to settle its existing material liabilities and total liabilities of the Group are expected to decrease. As such, the capital structure and financial position of the Group will be strengthened.

The Board has also considered various ways of raising funds including rights issue and open offers etc. and believes that the Loan Capitalisation and the Placing represent opportunities to raise capital for the Group while broadening its Shareholder and capital base. The Directors consider that the Loan Capitalisation and the Placing are appropriate fund raising exercises as (i) in comparison with debt financing exercises, the Loan Capitalisation and Placing will not increase the gearing ratio of the Group and reduce the interest expenses of the Group; (ii) in comparison with other equity financing exercise, the Placing will broaden not only the capital base of the Company but the Shareholder base; (iii) the Loan Capitalisation settles part of the loan due to Mr. Xie without cash outlays and provides a measure of commitment from Mr. Xie in relation to the future development of the Group, and (iv) it is a feasible and time and cost effective means of fund raising as compared with other equity fund raising methods like rights issues and open offers given the timeframe restrictions placed on the Group under the Repurchase.

With additional funding from the Placing, the Company will also be in a better position to target business opportunities for its future business development in the long term. Accordingly, the Directors are of view that the Placing is in the best interest of the Company and its Shareholders as a whole. As at the Latest Practicable Date, no such opportunities have been identified other than as mentioned above.

Accordingly, the Directors (including all independent non-executive Directors) consider that the terms of the Loan Capitalisation and the Loan Capitalisation Agreement are fair and reasonable and on normal commercial terms insofar as the Independent Shareholders are concerned and in the interests of the Company and its Shareholders as a whole.

EQUITY FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

The Company has not conducted any fund raising activities in the past twelve months immediately before the Latest Practicable Date.

– 17 –

LETTER FROM THE BOARD

EFFECT OF SHAREHOLDING

The existing shareholding structure of the Company and the change in the shareholding structure of the Company upon completion of the Loan Capitalisation and the Placing (assuming the Placing Shares are placed in full and none of the holders of the Convertible Bonds exercises in full of the conversion rights and subscription rights respectively attached to the outstanding Convertible Bonds issued) are as follows:

Mr. Xie Hai Yu Munsun Global (Note 3) Placees (Note 4) Other public Shareholders Total	At the Latest Practicable Date and immediately before completion of the Loan Capitalisation and Placing No. of shares Approximate % 548,610,000 19.1% 617,000,000 21.4% — — 1,714,390,000 59.5% 2,880,000,000 100.0%	Immediately after the completion of the Loan Capitalisation only (Note 1) No. of shares Approximate % 994,610,000 29.9% 617,000,000 18.6% — — 1,714,390,000 51.5% 3,326,000,000 100.0%	Immediately after the completion of the Placing only (Note 2) No. of shares Approximate % 548,610,000 11.7% 617,000,000 13.2% 1,804,000,000 38.5% 1,714,390,000 36.6% 4,684,000,000 100.0%	Immediately after completion of both the Loan Capitalisation and the Placing (Notes 1 and 2) No. of shares Approximate % 994,610,000 19.4% 617,000,000 12.0% 1,804,000,000 35.2% 1,714,390,000 33.4% 5,130,000,000 100.0%	Immediately after completion of both the Loan Capitalisation and the Placing (Notes 1 and 2) No. of shares Approximate % 994,610,000 19.4% 617,000,000 12.0% 1,804,000,000 35.2% 1,714,390,000 33.4% 5,130,000,000 100.0%
					100.0%

Notes:

This assumes the Repurchase is approved by the Independent Shareholders.
This assumes the Placing is fully placed.
On 27 June 2012, (i) Wright Source Limited (‘‘Wright Source’’), a company wholly owned by Mr. Cheung Wai Kuen, an executive Director and a substantial shareholder of the Company, transferred 560,000,000 Shares to Munsun Global Mining Investment Fund LP (‘‘Munsun Global’’) in exchange for approximately 65.14% of equity interest in Munsun Global; and (ii) Munsun Global acquired 57,000,000 Shares from Independent Third Parties. Mr. Cheung Wai Kuen’s interest in the Company is held through the shareholding in Wright Source and Munsun Global.
The Placing Shares will be placed by the Placing Agent to not less than six Placees, who and whose ultimate beneficial owners are Independent Third Parties for each tranche of the Placing. Upon completion of the Placing, it is expected that none of the Placees will become a substantial Shareholder of the Company. Accordingly, the shareholding held by the Placees is regarded as held by the public.
As at the Latest Practicable Date, there are outstanding Convertible Bonds issued by the Company in the principal amount of HK$756,400,000 which are convertible into Shares at the conversion price of HK$1.47 per Share. Such initial conversion price shall be subject to adjustments as a result of the completion of the Placing and the Loan Capitalisation. Further announcement will be made by the Company upon determination of the adjusted conversion price of the Convertible Bonds and adjusted number of Shares which may be allotted and issued by the Company upon exercise in full of the Convertible Bonds by the holder(s) thereof, if any.
Pursuant to a supplemental deed entered between Mr. Chan Kon Fung, Gallop Pioneer Limited and the Company to amend certain terms of the sale and purchase agreement in respect of the Acquisition on 28 February 2011, part of the consideration for the Acquisition in the amount of HK$33,000,000 would be settled by way of issue of the convertible bonds to Mr. Chan Kon Fung after occurrence of the certain events. However, as the events have not occurred as at the Latest Practicable Date, the convertible bonds in the amount of HK$33,000,000 have not been issued by the Company. Details of which please refer to the announcement issued by the Company dated 28 February 2011.

– 18 –

LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from ‘‘Goodtop Tin International Holdings Limited’’ to ‘‘L’sea Resources International Holdings Limited’’ and the Chinese name of the Company from ‘‘萬佳錫業國際控股有限公司’’ to ‘‘利海資源國際控股有 ’’ 限公司 .

The Change of Company Name is subject to the following:

(i) the passing of a special resolution by the Shareholders at the EGM approving the Change of Company name; and
(ii) the Registrar of Companies in the Cayman Islands approving the Change of Company Name.

Subject to the satisfaction of the conditions set out above, the Change of Company Name will take effect on the date of issuance of the Certificate of Incorporation on Change of Name to be issued by the Registrar of Companies in the Cayman Islands. The Company will then carry out all necessary filing procedures with the Companies Registry in Hong Kong under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong).

Effects of the Change of Company Name

The Change of Company Name will not affect any of the rights of the existing Shareholders or the Company’s daily business operation and its financial position. All existing share certificates of the Company in issue bearing the existing name of the Company will, after the change of Company name becoming effective, continue to be evidence of title to the Shares and will be valid for trading, settlement, registration and delivery for the same number of Shares in the new name of the Company. As soon as the Change of Company Name has become effective, any new issue of share certificates will be issued in the new name of the Company. There will not be any arrangement for free exchange of the existing share certificates of the Company for new share certificates bearing the new name of the Company.

A further announcement will be made when appropriate to inform Shareholders of the effective date of the Change of Company Name and the new stock short name of the Shares.

Reasons for the Change of Company Name

As stated in the section headed ‘‘Reasons for the Loan Capitalisation, the Placing and the use of proceeds’’ above, the Renison Tin Project is comprised of Renison Mine, the Mount Bischoff open pit tin mining project and the Rentails tailing processing project.

According to the interim report of the Company for the six months ended 30 June 2012, during the first half of the year 2012, the Group focused on consolidating its business foundation, including further exploration of new resources and reserves of tin and copper and there was a huge progress of the estimation of mineral resources and mining reserve estimates of copper had been made. The copper occurs with and is mined and recovered as a consequence of mining tin. A copper recovery circuit was introduced into the process plant in

– 19 –

LETTER FROM THE BOARD

As this is the first time in the history of operations that copper has been recovered from the ore, many of the historical drill holes were not assayed for copper, resulting in an underestimation of the contained copper. A new line of business of selling copper was therefore introduced and will serve the Group as a new factor for profit growth for the years to come.

In addition, the Rentails tailing processing project is currently inactive and the Group is preparing to explore and acquire, if fit, new technologies to develop the Rentails tailing processing project to extract various minerals from the mine tailing materials. Should the application of such technologies be proved successful, a new line of business of mine tailing processing may therefore be introduced and serve the Group for future growth.

In view of the abovementioned recent business development of the Group, the Board believes that the Change of Company Name would provide the Group with a fresh new corporate identity and better reflect the business plan of the Group in the resources industry to further exploration of new resources and reserves of tin, copper and other minerals and it is in the interests of the Company and its Shareholders as a whole.

INFORMATION OF THE GROUP

The Group was in the past an established insulation and heat-resistance solution provider in the southern PRC specialised in the production, design and sales of insulation and heatresistance materials. The Group was also engaged in the trading of copper and silicon rubber with its trading customers.

In 2011, the Company decided to transform the Group’s business to mining and sales of tin resources. In March 2011, the Group penetrated into the non-ferrous metal industry through the Acquisition. Since then, the principal business activities of the Group are exploration of non-ferrous metal resources, such as tin.

INFORMATION ON MR. XIE

Mr. Xie is an executive Director, the chairman and a substantial shareholder of the Company.

LISTING RULES REQUIREMENT

The Loan Capitalisation is conditional upon approval of the Repurchase at the EGM. The Placing Agreement is not conditional upon the completion of the Loan Capitalisation or the Repurchase. The Company has determined to voluntarily seek the approval of Independent Shareholders at the EGM in relation to the Repurchase. Accordingly, Mr. Xie and his associates will not vote at the EGM on the resolution regarding the Repurchase.

In connection with the Loan Agreement, the Loan constitutes financial assistance provided by Mr. Xie, a connected person, for the benefit of the Company. As it was on normal commercial terms and no security over the assets of the Company is granted, such financial assistance was exempt from the reporting, announcement and the independent shareholders’ approval requirements under Rule 14A.65(4) of the Listing Rules.

– 20 –

LETTER FROM THE BOARD

As Mr. Xie is a connected person, the Loan Capitalisation constitutes a non-exempt connected transaction of the Company and is therefore subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Both the Loan Capitalisation and the Placing are conditional upon Independent Shareholders’ approval. Mr. Xie, being an executive Director, a substantial shareholder of the Company and connected person, and his associates will abstain from voting in respect of the resolutions approving the Loan Capitalisation, the allotment and issue of the Loan Capitalisation Shares, the Placing and the allotment and issue of the Placing Shares at the EGM due to their interests in such transactions according to the Listing Rules. In addition, Mr. Xie had abstained from voting at the Board meeting approving the aforesaid transactions. Other than Mr. Xie, no Directors has a material interest in the aforesaid transactions and are required to abstain from voting on the relevant resolutions at the EGM. Pursuant to the Listing Rules, the voting at the EGM shall be taken on a poll. Pursuant to Rule 13.39(4) of the Listing Rules and the Company’s Articles, all votes of the Shareholders at the general meetings must be taken by poll. An announcement on the results of the poll will be published by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

EGM

The EGM will be convened and held to consider and, if thought fit, to approve, among other matters, the Repurchase, the Loan Capitalisation, the allotment and issue of the Loan Capitalisation Shares, the Placing, the allotment and issue of the Placing Shares and the proposed Change of Company Name.

A notice convening the EGM to be held at 11:00 a.m. on 20 November 2012 at Room 2607, 26th Floor, Greenfield Tower, Concordia Plaza, 1 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong is set out on pages 52 to 54 of this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as practicable. The form of proxy should be returned to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for the holding of the EGM (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM (or any adjourned meeting thereof) should you so wish.

RECOMMENDATION

Your attention is drawn to the letter from the Independent Board Committee set out on pages 23 and 24 of this circular which contains its recommendation to the Independent Shareholders in relation to the Loan Capitalisation. Your attention is also drawn to the letter of advice from SWC as set out on pages 25 to 44 of this circular which contains its advice to the Independent Board Committee and the Independent Shareholders in relation to the Loan Capitalisation and the principal factors and reasons taken into account in arriving at its recommendation.

– 21 –

LETTER FROM THE BOARD

The Independent Board Committee, having taken into account the advice of SWC, considers that the terms of the Loan Capitalisation Agreement are fair and reasonable and on normal commercial terms insofar as the Independent Shareholders are concerned and the entering into of the Loan Capitalisation Agreement is in the interests of the Company and the Shareholders as a whole and recommends the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the transactions contemplated under the Loan Capitalisation Agreement.

The Board considers that the Repurchase, the Loan Capitalisation, the allotment and issue of the Loan Capitalisation Shares, the Placing, the allotment and issue of the Placing Shares and Change of Company Name is in the best interest of the Company and the Shareholders. Accordingly, the Board recommends the Shareholders to vote in favour of the Loan Capitalisation, the allotment and issue of the Loan Capitalisation Shares, the Placing, the allotment and issue of the Placing Shares and the Change of Company Name at the EGM.

Your attention is also drawn to the additional information set out in the Appendix I to this circular.

By Order of the Board Goodtop Tin International Holdings Limited XIE Hai Yu Chairman

– 22 –

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)

2 November 2012

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION — LOAN CAPITALISATION

We refer to the circular from the Company to the Shareholders dated 2 November 2012 (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 have been appointed as members of the Independent Board Committee to consider the terms of the Loan Capitalisation and to advise the Independent Shareholders whether the terms of the Loan Capitalisation are fair and reasonable and on normal commercial terms insofar as the Independent Shareholders are concerned and whether the Loan Capitalisation is in the interests of the Company and its Shareholders as a whole. SWC has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Loan Capitalisation.

We wish to draw your attention to the letter from the Board set out on pages 5 to 22 of the Circular which contains, among others, information on the Loan Capitalisation. We wish to draw your attention to the letter from SWC set out on pages 25 to 44 of the Circular which contain, among other things, its advice and recommendations regarding the Loan Capitalisation and the principal factors and reasons taken into consideration for its advice and recommendations.

– 23 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having taken into account (i) the advice of SWC, (ii) the fact that the Loan Capitalisation would nearly entirely release the repayment pressure of the Loan, (iii) improve the financial position and working capital condition of the Group and (iv) enhance the gearing level of the Group, we consider that the terms of the Loan Capitalisation are fair and reasonable and on normal commercial terms insofar as the Independent Shareholders are concerned and the entering into of the Loan Capitalisation Agreement is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution to be proposed at the EGM to approve the transaction contemplated under the Loan Capitalisation Agreement.

Yours faithfully, For and on behalf of the Independent Board Committee

Mr. Gao Dezhu Mr. Kang Yi Mr. Chi Chi Hung, Kenneth Independent Non-executive Independent Non-executive Independent Non-executive Director Director Director

– 24 –

LETTER FROM SWC

The following is the full text of the letter of advice from SWC to the Independent Board Committee in respect of the Loan Capitalisation, which has been prepared for the purpose of inclusion in this Circular.

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Unit 1101–02, 11/F Euro Trade Centre 13–14 Connaught Road Central, Hong Kong

2 November 2012

To the Independent Board Committee and the Independent Shareholders

Dear Sir/Madam,

CONNECTED TRANSACTION — LOAN CAPITALISATION

INTRODUCTION

We refer to our engagement as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Loan Capitalisation, details of which are set out in the letter from the Board (the ‘‘Letter from the Board’’) contained in the circular of the Company dated 2 November 2012 (the ‘‘Circular’’), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as those defined in the Circular unless the context requires otherwise.

On 27 September 2012 (after trading hours), the Company entered into the conditional Loan Capitalisation Agreement with Mr. Xie pursuant to which Mr. Xie has conditionally agreed to subscribe for an aggregate of 446,000,000 new Shares at a subscription price of HK$0.2 per Share by capitalising HK$89,200,000 outstanding under the Loan. As at the Latest Practicable Date, the Group was indebted to Mr. Xie in the sum of approximately HK$152.0 million. Assuming that there will be no change in the issued share capital of the Company between the Latest Practicable Date and the completion date of the Loan Capitalisation, the 446,000,000 Loan Capitalisation Shares to be allotted and issued under the Loan Capitalisation Agreement represents approximately 15.5% of the existing issued share capital of the Company as at the Latest Practicable Date and approximately 13.4% of the entire issued share capital as enlarged by the allotment and issue of the Loan Capitalisation Shares. The Loan Capitalisation Agreement was supplemented by an agreement entered into between the same parties on 15 October 2012 whereby a new provision was included in the Loan Capitalisation Agreement which restricted Mr. Xie from directly or indirectly transferring, disposing or selling any of the Loan Capitalisation Shares within a period of six months from their date of issue. Since Mr. Xie is an executive Director and substantial Shareholder, the Loan Capitalisation constitutes a non-exempt connected transaction of the Company under the Listing Rules and is therefore subject to the reporting, announcement and independent shareholders’ approval requirements

– 25 –

LETTER FROM SWC

under Chapter 14A of the Listing Rules. Mr. Xie and his associates will abstain from voting in respect of the resolutions approving the Loan Capitalisation and the allotment and issue of the Loan Capitalisation Shares at the EGM due to their interests in the Loan Capitalisation.

The Independent Board Committee comprising all of the independent non-executive Directors of the Company, namely Mr. Gao Dezhu, Mr. Kang Yi and Mr. Chi Chi Hung, Kenneth, has been established to advise the Independent Shareholders in respect of the Loan Capitalisation. In our capacity as the Independent Financial Adviser, our role is to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Loan Capitalisation are fair and reasonable and on normal commercial terms insofar as the Independent Shareholders are concerned; to whether the Loan Capitalisation is in the interests of the Company and the Shareholders as a whole; and to give independent advice to the Independent Board Committee and the Independent Shareholders in this regard.

BASIS OF OUR OPINION

In formulating our opinion and recommendation, we have relied on the accuracy of the information, opinions and representations contained or referred to in the Circular and provided to us by the Company, the Directors and the management of the Company. We have assumed that all information, opinions and representations contained or referred to in the Circular were true and accurate at the time when they were made and continued to be true and accurate as at the date of the Circular. We have also assumed that all statements of belief, opinion and intention made by the Directors and management of the Company in the Circular were reasonably made after due enquiries and considerations. We have no reason to doubt that any relevant information has been withheld, nor are we aware of any fact or circumstance which would render the information provided and representations and opinions made to us untrue, inaccurate or misleading. We consider that we have reviewed sufficient information to enable us to reach an informed view and to justify reliance on the accuracy of the information contained in the Circular to provide a reasonable basis for our opinions and recommendations. The Directors have confirmed that having made all reasonable enquiries, to the best of their knowledge, there are no other facts or representations the omission of which would make any statement in the Circular, including this letter, misleading.

We have not, however, carried out any independent verification of the information provided by the Company, the Directors and the management of the Company, nor have we conducted an independent investigation into the business and affairs, financial condition and future prospects of the Company.

– 26 –

LETTER FROM SWC

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion to Independent Board Committee in respect of the Loan Capitalisation, we have taken into consideration the following principal factors and reasons:

1. Principal terms of the Loan Capitalisation Agreement

The table below summarises the major terms of the Loan Capitalisation Agreement and the supplemental agreement entered into between the same parties on 15 October 2012.

Date: 27 September 2012 (after trading hours)

Issuer: The Company Subscriber: Mr. Xie, an executive Director and a substantial shareholder

Number of the Loan Mr. Xie will conditionally subscribe 446,000,000 new Capitalisation Shares: Shares.

Assuming that there will be no change in the issued share capital of the Company between the Latest Practicable Date and the completion date of the Loan Capitalisation, the 446,000,000 Loan Capitalisation Shares to be allotted and issued under the Loan Capitalisation Agreement represents approximately 15.5% of the existing issued share capital of the Company as at the Latest Practicable Date and approximately 13.4% of the entire issued share capital as enlarged by the allotment and issue of the Loan Capitalisation Shares.

Subscription Price:

The Loan Capitalisation Price of HK$0.2 per Loan Capitalisation Share is equivalent to the Placing Price.

The Loan Capitalisation Price was arrived after arm’s length negotiations between the Company and the relevant parties to the Loan Capitalisation Agreement having regards to the capital requirement of the Group and the Repurchase.

– 27 –

LETTER FROM SWC

The Loan Capitalisation Price and the Placing Price of HK$0.2 represents (i) a discount of approximately 47.4% to the closing price of HK$0.38 per Share as quoted on the Stock Exchange as at the date of the Announcement; (ii) a discount of approximately 39.4% to the average of the closing prices per Share of approximately HK$0.33 for the last five consecutive trading days prior to and including the date of the Announcement; and (iii) a discount of approximately 41.2% to the average of the closing prices per Share of approximately HK$0.34 for the last ten consecutive trading days prior to and including the date of the Announcement.

Lock up period:

The parties to the Loan Capitalisation Agreement entered into a supplemental agreement on 15 October 2012 whereby a new provision was included in the Loan Capitalisation Agreement which restricted Mr. Xie from directly or indirectly transferring, disposing or selling any of the Loan Capitalisation Shares within a period of six months from their date of issue.

2. Analysis of the Loan Capitalisation

2.1 Background to and reason for the Loan Capitalisation Agreement

The Group is engaged in the production, exploitation and exploration of metal tin. As stated in the Letter from the Board, in March 2011, the Group formally made its presence into the non-ferrous metal industry by completing the Acquisition. Following the Acquisition, the Group holds a 41% interest in a tin mine project in Tasmania, Australia (the ‘‘Renison Tin Project’’). The Renison Tin Project comprises of Renison underground mine, the Mount Bischoff open pit tin mining project and the Rentails tailing processing project. Renison underground mine has been one of the major hard rock tin mines in the world and the largest tin mine in Australia. Having completed the Acquisition, the Group has become one of the major tin producers in the world.

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LETTER FROM SWC

According to the Company’s announcement on 19 September 2012, the Company is proposing to undergo the Repurchase and Mr. Xie made the Loan to the Group. Further on 27 September 2012, the Company entered into the Loan Capitalisation Agreement with Mr. Xie pursuant to which Mr. Xie has conditionally agreed to subscribe for an aggregate of 446,000,000 new Shares at a Subscription price of HK$0.2 per share by capitalizing HK$89,200,000 of the amount outstanding under the Loan owed by the Group to Mr. Xie. As at the date of the Loan Capitalisation Agreement, the Group was indebted to Mr. Xie in the sum of approximately HK$151.5 million. The subscription price per Loan Capitalisation Share under the Loan Capitalisation is equivalent to the Placing Price.

Mr. Xie is the chairman and the executive Director of the Company with effect on 29 November 2011. Meanwhile, Mr. Xie was also a substantial Shareholder with 19.5% interest in the Company, i.e. 548,610,000 shares, on 30 June 2012, the date of the Announcement and up to the Latest Practicable Date. Hence, Mr. Xie therefore was a connected person of the Company.

As stated in the Letter from the Board, the Loan Capitalisation Amount will be settled by the allotment and issue of the Loan Capitalisation Shares without cash outlay by the Group. The Directors consider that the Loan Capitalisation will enlarge the capital base of the Company and will reduce the gearing level of the Group thereby strengthening the financial position. Therefore, the Directors believe that it is in the best interest of the Company to convert part of the loans due from the Company to Mr. Xie into capital.

2.2 Analysis on the financial performance of the Group

The table set out below is the audited financial information of the Group for two years ended 31 December 2011 as extracted from the annual report for the year ended 31 December 2011 (the ‘‘2011 Annual Report’’) and 2010 (the ‘‘2010 Annual Report’’) of the Company. The unaudited financial information of the Group for the six months ended 30 June 2011 and 2012 is extracted from the 2012 interim report (the ‘‘2012 Interim Report’’) of the Company.

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LETTER FROM SWC

Table I — Selected financial information on consolidated statement of comprehensive income of the Group for the two years ended 31 December 2011, and for the six months ended 30 June 2012 and 2011

			For the	For the
	For the	For the	year	year
	six months	six months	ended 31	ended 31
	ended 30	ended 30	December	December
	June 2012	June 2011	2011	2010
	HK$’000	HK$’000	HK$’000	HK$’000
	(unaudited)	(unaudited)	(audited)	(audited)
		(restated)		(restated)
Revenue from continuing
operation	169,980	199,291	355,626	—
Gross (loss) profit	(45,096)	32,431	(64,137)	—
Finance costs	(37,331)	(19,434)	(56,250)	—
Loss before taxation	(207,070)	(25,167)	(1,087,720)	(21,995)
Taxation credit (charge)	52,418	(11,636)	285,841	—
Loss for the period/year from
continuing operation	(154,652)	(36,803)	(801,879)	(21,995)
(Loss) profit for the period/year
from discontinued operation	—	2,322	(49,461)	9,239
Loss for the period/year	(154,652)	(34,481)	(851,340)	(12,756)
Dividend	Nil	Nil	Nil	Nil

As shown in the table above, revenue from continuing operation of the Group increased from nil for the year ended 31 December 2010 to approximately HK$355.6 million for the year ended 31 December 2011. As stated in the 2011 Annual Report, the revenue of the Group for the year ended 31 December 2011 increased due to the completion of the acquisition of the Renison Tin Project which posts an immediate contribution to the Group’s revenue of approximately HK$342.8 million.

However, the revenue from continuing operation of the Group decreased from HK$199.3 million for the six months ended 30 June 2011 to approximately HK$170.0 million for the six months ended 30 June 2012 while the gross profit for the six months ended 30 June 2011 decreased from HK$32.4 million to gross loss of approximately HK$45.1 million for the six months ended 30 June 2012. As stated in the 2012 Interim Report, the decline in revenue and gross loss of the Group for the six months ended 30 June 2012 was due to the fact that the tin price took a nasty dive after the completion of the acquisition of the Renison Tin Project from a record high USD33,255 per tonne in April 2011 to USD18,755 per tonne as at 30 June

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LETTER FROM SWC

The Group had sold 1,110 tonnes and 1,140 tonnes of tin metal for the six months ended 30 June 2012 and 2011 respectively. It further stated that the plunge in tin price made the decrease in revenue inevitable even though the Group sold almost the same amount of tin metal in terms of tonnage for the six months ended 30 June 2011 and 2012.

The Group recorded substantial finance costs of approximately HK$56.3 million and HK$37.3 million for the year ended 31 December 2011 and the six months ended 30 June 2011 respectively. The substantial finance costs for the year ended 31 December 2011 and the six months ended 30 June 2012 were mainly due to the effective interest expense on the Convertible Bonds.

Furthermore, the loss for the year increased and widened from approximately HK$12.8 million for the year ended 31 December 2010 to approximately HK$851.3 million for the year ended 31 December 2011. As explained in the 2011 Annual Report, the increase in loss for the year ended 31 December 2011 was attributable mainly to (i) the increase in administrative expenses; (ii) the fair value change of derivative financial instruments, impairment loss recognised on mining structures, mining rights and exploration and evaluation assets; (iii) the increase in finance costs; and (iv) loss from discontinued operations. Loss for the six months ended 30 June 2012 increased from approximately HK$34.5 million for the six months ended 30 June 2011 to approximately HK$154.7 million for the six months ended 30 June 2012. According to the 2012 Interim Report, the increase in loss for the six months ended 30 June 2012 was mainly due to an increase in cost of sales and finance costs.

As analyzed above, the Group recorded a loss for the two years ended 31 December 2010 and 2011 and the six months ended 30 June 2012. The revenue from continuing operation of the Group decreased for the six months ended 30 June 2012 due to the sharp drop on the tin price compared with April 2011. The Group also recorded substantial finance costs for the year ended 31 December 2011 and the six months ended 30 June 2012 mainly due to the effective interest expense on the Convertible Bonds.

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LETTER FROM SWC

Table II — Selected financial information on consolidated statement of financial position of the Group as at 31 December 2011, 31 December 2010 and 30 June 2012

		As at 31	As at 31
	As at 30	December	December
	June 2012	2011	2010
	HK$’000	HK$’000	HK$’000
	(unaudited)	(audited)	(audited)
			(restated)
Current assets	195,177	368,959	202,482
Current liabilities	209,893	197,320	51,410
Net current (liabilities) assets	(14,716)	171,639	151,072
Non-current assets	822,360	815,174	347,490
Non-current liabilities	517,946	532,303	280
Net asset value attributable to owners of the
Company	261,070	407,726	498,282
Net asset value per Share	HK$0.09	HK$0.14	HK$0.17

We note that the Company incurred net current liabilities of approximately HK$14.7 million as at 30 June 2012 compared to net current assets of approximately HK$171.6 million as at 31 December 2011, which indicated the worsen financial position and liquidity conditions of the Company. As mentioned in 2012 Interim Report, the net current liabilities resulted from (i) a decrease in bank balances and cash; (ii) a decrease in derivative financial instruments; and (iii) a decrease in other receivables, prepayment and deposits not withstanding that net current assets as at 31 December 2010 moderately increased from HK$151.1 million to HK$ 171.6 million as at 31 December 2011. In addition, the Company had substantial non-current liabilities of HK$517.9 million and HK$532.3 million as at 30 June 2012 and 31 December 2011 respectively. The Company had the net asset value per Share of HK$0.09 per share as at 30 June 2012, deteriorated from HK$0.14 per share as at 31 December 2011 and HK$0.17 per share as at 31 December 2010.

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LETTER FROM SWC

Table III — Selected financial information on consolidated statement of cash flows of the Group for the two years ended 31 December 2011, and the six months ended 30 June 2012 and 2011

			For the	For the
	For the	For the	year	year
	six months	six months	ended 31	ended 31
	ended 30	ended 30	December	December
	June 2012	June 2011	2011	2010
	HK$’000	HK$’000	HK$’000	HK$’000
	(unaudited)	(unaudited)	(audited)	(audited)
		(restated)		(restated)
Net cash (used in) from operating
activities	(201)	124,733	28,145	(15,396)
Net cash (used in) from investing
activities	(47,214)	19,221	2,688	(262,866)
Net cash (used in) from financing
activities	10,926	(9,764)	(23,938)	333,187
Net increase in cash and cash
equivalent	(36,489)	134,190	6,895	54,925
Cash and cash equivalents	92,254	263,698	126,083	117,785

We note that net cash from operating activities decreased from an inflow of approximately HK$124.7 million for the six months ended 30 June 2011 to a cash outflow from operating activities of approximately HK$0.2 million for the six months ended 30 June 2012. Net cash from investing activities decreased from an inflow of approximately HK$ 19.2 million for the six months ended 30 June 2011 to a cash outflow from investing activities of approximately HK$47.2 million for the six months ended 30 June 2012. According to the 2012 Interim Report, the decrease of net cash from investing activities for the six months ended 30 June 2012 was mainly due to the increase in the purchase of property, plant and equipment.

We also note that net cash from operating activities increased from an outflow of approximately HK$15.4 million for the year ended 31 December 2010 to an inflow of approximately HK$28.1 million for the year ended 31 December 2011. Net cash from investing activities increased from an outflow of approximately HK$262.9 million for the year ended 31 December 2010 to an inflow of approximately HK$2.7 million for the year ended 31 December 2011. According to the 2011 Annual Report, the increase of net cash from investing activities for the year ended 31 December 2011 was mainly due to (i) the acquisition of 41% interest in Renison Tin Project; and (ii) the disposal of entire issued share capital of Vitar Insulation Holdings Limited. Cash and cash equivalents decreased from approximately HK$126.1 million

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LETTER FROM SWC

as at 31 December 2011 to approximately HK$92.3 million as at 30 June 2012. Such decrease, as mentioned in 2012 Interim Report, was mainly due to the decrease in net cash from operating and investing activities. The Group recorded both net cash outflow in operating activities and investing activities for the six months ended 30 June 2012, which indicated its immediate need to make cash inflow from financing activities.

We further note that the Company’s capital expenditure increased from approximately HK$22.1 million for the six months ended 30 June 2011 to approximately HK$111.2 million for the six months ended 30 June 2012. The increase was mainly due to the increase in expenditures on plants and equipment, mine properties and development, exploration and mine capital development.

2.3 Analysis on the Share price and volume performance

Set out below is the graph of the closing prices of the Share during the period from 1 September 2011 up to the Latest Practicable Date being approximately 13 months from the date of announcement (the ‘‘Review Period’’) as quoted on the Stock Exchange.

Chart I — Closing prices of the Share during the Review Period

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----- Start of picture text -----

1.2
1
0.8
0.6
0.4
0.2
0
Consolidated net asset value per Share
Closing prices of the Share Loan Capitalisation Price
as at 30 June 2012
Stock price (HK$)
2011/9/1 2011/9/14 2011/9/23 2011/10/6 2011/10/17 2011/10/26 2011/11/4 2011/11/15 2011/11/24 2011/12/5 2011/12/14 2011/12/23 2012/1/6 2012/1/17 2012/1/31 2012/2/9 2012/2/20 2012/2/29 2012/3/9 2012/3/20 2012/3/29 2012/4/12 2012/4/23 2012/5/3 2012/5/14 2012/5/23 2012/6/1 2012/6/12 2012/6/21 2012/7/3 2012/7/12 2012/7/23 2012/8/1 2012/8/10 2012/8/21 2012/8/31 2012/9/11 2012/9/20 2012/10/3 2012/10/12 2012/10/29
----- End of picture text -----

Data Source: the website of Stock Exchange of Hong Kong, Bloomberg

During the Review Period, the highest and lowest closing price of the Share as quoted on the Stock Exchange were HK$1.08 per Share recorded on 9 November 2011 and 29 November 2011 and HK$0.295 per Share recorded on 5 September 2012 respectively. The Loan Capitalisation Price of HK$0.2 is thus below the price range of closing prices of the Share during Review Period.

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LETTER FROM SWC

Set out below is the graph of the monthly trading volume, the average daily number of Shares traded per month and the respective percentage daily trading volume compared with issued share capital and the public float respectively during the Review Period as quoted on the Stock Exchange.

Table III — Trading volume of the Shares

				Percentage of
			Percentage of	average daily
			average daily	trading
			trading	volume to
			volume to	total number
	Total monthly	Average daily	total number	of Share held
	trading	trading	of Share	by the public
Month	volume	volume	issued	Shareholders
	(in number of	(in number of
	Shares)	Shares)	(%)	(%)
		(Note 1)	(Note 2)	(Note 3)
2011
September	184,795,100	9,726,058	0.34%	0.57%
October	201,800,000	10,090,000	0.35%	0.59%
November	407,304,000	18,513,818	0.64%	1.08%
December	213,877,451	10,693,873	0.37%	0.62%
2012
January	85,068,000	4,726,000	0.16%	0.28%
February	49,990,000	2,380,476	0.08%	0.14%
March	87,310,000	3,968,636	0.14%	0.23%
April	184,168,000	10,833,471	0.38%	0.63%
May	74,120,000	3,369,091	0.12%	0.20%
June	100,411,866	4,781,517	0.17%	0.28%
July	95,890,000	4,566,190	0.16%	0.27%
August	147,108,000	6,686,727	0.23%	0.39%
September	129,442,500	6,472,125	0.22%	0.38%
October (up to the Latest
Practicable Date)	214,650,200	11,925,011	0.41%	0.70%

Data Source: the website of Stock Exchange of Hong Kong, Bloomberg

Notes:

Average daily trading volume is calculated by dividing the total trading volume of the Shares for the month/ period by the number of trading days during the month/period.
Based on 2,880,000,000 Shares in issue as at the Latest Practicable Date.
Based on 1,714,390,000 Shares held by public Shareholders as at the Latest Practicable Date.

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LETTER FROM SWC

As illustrated above, during the Review Period, the average daily trading volume of the Shares as a percentage of the average total number of issued Shares ranged from 0.08% to 0.64% while the average daily trading volume of the Shares as a percentage of the average total number of Shares held by the public Shareholders ranged from 0.14% to 1.08%. The average daily trading volume was 7,677,909 shares, representing 0.27% of the issued Shares during the Review Period.

Pursuant to the terms of the Loan Capitalisation Agreement, Mr. Xie has conditionally agreed to subscribe for an aggregate of 446,000,000 new Shares at a subscription price of HK$0.2 per Share by capitalising HK$89,200,000 of the amount outstanding under the Loan owed by the Group to Mr. Xie. The Loan Capitalisation is not in the ordinary and usual course of business of the Group.

The Loan Capitalisation Price of HK$0.2 per Loan Capitalisation Share is equivalent to the Placing Price. As stated in the Letter from the Board, the Loan Capitalisation Price was determined after arm’s length negotiations between the Company and the relevant parties to the Loan Capitalisation Agreement having regard to the current financial performance and position of the Group and the capital requirement of the Group for other potential uses, including but not limited to finance the Repurchase, the Renison Tin Acquisition, other potential investments and general working capital of the Group. As stated in the Letter from the Board, in view of (i) the current financial performance and position of the Group, which recorded losses for the year ended 31 December 2011 and for the six months ended 30 June 2012 and net current liabilities as at 30 June 2012; (ii) immediate working capital requirements of the Group to finance the Renison Tin Acquisition, other potential investments and especially the Repurchase; (iii) the large fundraising size of the Loan Capitalisation and the Placing; and (iv) prevailing market conditions, the Directors (including all independent non-executive Directors) consider that the discounts of the Loan Capitalisation Price and the Placing Price to the recent Share prices are fair and reasonable. In view of the above, the Directors (including the independent non-executive Directors) consider that the terms of the Loan Capitalisation are on normal commercial terms and are fair and reasonable as the Company and Shareholders concerned based on the current market conditions. We note that the Company is unable to raise fund in the size comparable to that under the Loan Capitalisation without providing a discount to the recent Share prices in determining the Loan Capitalisation Price.

The Loan Capitalisation Price of HK$0.2 per Loan Capitalisation Share:

(i) represents a discount of approximately 50.6% to the closing price of HK$0.405 per Share as quoted on the Stock Exchange as at the Latest Practicable Date;

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LETTER FROM SWC

(ii) represents a discount of approximately 47.4% to the closing price of HK$0.38 per Share as quoted on the Stock Exchange as at 27 September 2012, being the last trading day prior to the publication of the announcement made by the Company dated 27 September 2012 in relation to, among others, the Loan Capitalisation (the ‘‘Last Trading Day’’);
(iii) represents a discount of approximately 39.4% to the average of the closing prices per Share of approximately HK$0.33 for the last five consecutive trading days prior to the Last Trading Day;
(iv) represents a discount of approximately 41.2% to the average of the closing prices per Share of approximately HK$0.34 for the last ten consecutive trading days prior to the Last Trading Day;
(v) represents a discount of approximately 42.9% to the average of the closing prices per Share of approximately HK$0.35 for the last thirty consecutive trading days prior to the Last Trading Day; and
(vi) represents a premium of approximately 122.2% over the unaudited consolidated net asset value per Share of approximately HK$0.09 as at 30 June 2012 (based on the unaudited equity attributable to the owners of the Company of approximately HK$261,070,000 as at 30 June 2012 and 2,880,000,000 Shares in issue as at 30 June 2012).

Notwithstanding that the Loan Capitalization Price represents discount to the closing prices as at the relevant periods from (i) to (v), we would like to point out that the comparison to share price may not be indicative or relevant. Share prices, by and large, are driven by the company’s earning power and dividend payments. Given that (i) the Company recorded continuing losses for the two financial years ended 31 December 2011 and 2010 and the six months ended 30 June 2012; and (ii) has not declared any dividend, which were unfavorable to the Share price performance in near future and may hinder the potential investors to invest in the Shares; and (iii) the recent trading volumes of the Shares as illustrated above, which were far below the number of Shares to be issued and allotted under the Loan Capitalisation. Hence, the historical Share prices would not be considered as a meaningful proxy to determine the Loan Capitalisation Price.

It is common for investors to review the market price of the Shares instead of the net assets value of the Company. However, in order to determine the Loan Capitalisation Price, upon our discussion with the management of the Group, we understand that the consolidated net asset value of the Company, which shows the asset and liability position of the Company is a more indicative or relevant benchmark for determining the Loan Capitalisation Price. The Loan Capitalisation and its lock up period also provides a means of support from Mr. Xie to the Company as well as a commitment from Mr. Xie in relation to the future development of the Company, the consolidated net assets value of the Company is a more indicative or relevant benchmark for such long-term investment rather than the historical Share prices. We view that the consolidated net asset value of the

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LETTER FROM SWC

Company is a more indicative or relevant benchmark for the purpose of analyzing the Loan Capitalisation Price. We note that the audited consolidated net asset value per Share of the Company deteriorated from HK$0.14 per share as at 31 December 2011 to the unaudited consolidated net asset value per Share of HK$0.09 per share as at 30 June 2012. The Loan Capitalization Price of HK$0.2 represents a premium of 42.9% as compared to the audited consolidated net asset value of HK$0.14 per share as at 31 December 2011 and 122.2% as compared to the unaudited consolidated net asset value of HK$0.09 per share as at 30 June 2012.

Having considered that (i) the Loan Capitalisation Price is no more favorable to a connected person, compared to the Placing Price to the Placees, who are the independent third parties; (ii) the six-month lock up restriction imposed on the Loan Capitalisation Shares provides a measure of support from Mr. Xie to the Company and allows further commitment from Mr. Xie in relation to the future development of the Company; (iii) the difficulty to obtain short term financing from independent financial institutions (especially without security) at reasonable terms; (iv) the Loan Capitalisation Price represents a significant premium of 42.9% over the audited consolidated net asset value per Share of the Company as at 31 December 2011 and 122.2% over the unaudited consolidated net asset value per Share as at 30 June 2012; and (v) the Loan Capitalisation has the effect of enhancing the net asset value per Share without cash outlay. Therefore, we consider that the Loan Capitalisation Price is fair and reasonable.

2.4 Comparables with other share subscription and placing exercises

The Loan Capitalisation involves an issue of shares to a connected person, thus having a similar nature with a transaction involving of share subscription or placing to a connected person. The Directors are of the view that the Loan Capitalisation is sequel of the Placing, thus pricing the Loan Capitalisation at the same price at which the Placing Price is determined.

During the Review Period, we set the following criteria of our comparables based on (i) an issue of shares to a connected person; (ii) an issue of shares under specific mandate; (iii) companies listed on the Main Board and Growth Enterprise Market of the Stock Exchange of Hong Kong; and (iv) companies recorded a loss and did not pay dividend for the respective financial year immediately before the transaction, parameters of which are similar to the Company’s situation (the ‘‘Share Subscription and Placing Comparables’’). To the best of our knowledge and as far as we are aware, we found 7 Share Subscription and Placing Comparables which met these criteria. We note that the Share Subscription and Placing Comparables are not exactly identical to the Company in terms of the business, financial standing and business situation as no comparable carries the exact business as the Company does. However, the Share Subscription and Placing Comparables provide a general reference for the recent common market practice of Hong Kong listed companies on the Main Board and Growth Enterprise Market of the Stock Exchange of Hong Kong

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LETTER FROM SWC

in connected transactions in relation to placing and share subscription exercises under specific mandate. The relevant findings in relation to the Share Subscription and Placing Comparables are summarised as below:

Table IV — Information about the Share Subscription and Placing Comparables

				Premium
		Premium		over/(discount
		over/(discount	Premium	to) the
		to) the closing	over/(discount	consolidated
		price on the	to) the 5-day	net asset
		last trading	average	value per
	Date of	day	closing price	share
Company name (Stock code)	announcement	(Note 1)	(Note 1)	(Note 2)
		Approximately	Approximately	Approximately
		(%)	(%)	(%)
Yanchang Petroleum International	02 Sep 2012	(3.77%)	(6.25%)	(61.07%)
Limited (346)
Hua Lien International (Holding)	12 Apr 2012	0.00%	1.35%	48.65%
Company Limited (969)
Climax International Company	05 Mar 2012	(80.00%)	(82.14%)	(54.78%)
Limited (439) (Note 4)		(abandoned)	(abandoned)	(abandoned)
Bingo Group Holdings Limited	20 Jan 2012	(59.46%)	(58.90%)	118.26%
(8220)
Chun Wo Development Holdings	12 Jan 2012	9.59%	9.89%	(72.96%)
Limited (711)
Yueshou Environmental Holdings	30 Dec 2011	(10.00%)	(10.89%)	(67.27%)
Limited (1191)
CMMB Vision Holdings Limited	22 Nov 2011	6.50%	0.00%	NA
(471)				(Note 3)
Maximum premium		9.59%	9.89%	118.26%
Maximum discount		(59.46%)	(58.90%)	(72.96%)
Mean		(9.52%)	(10.80%)	(6.88%)
The Company	27 Sep 2012	(47.40%)	(39.40%)	122.22%

Data Source: the website of Stock Exchange of Hong Kong

Notes:

The discount to the last trading price and 5-day average closing price were extracted from the relevant announcements or circular (as the case may be) of the Share Subscription and Placing Comparables.
The net asset value per share is calculated as the net asset value as at the latest financial year/period divided by the respective total issued shares.
CMMB Vision Holdings Limited incurred net liabilities as at 30 June 2012.
The share subscription of Climax International Company Limited was a part of resumption proposal and capital reorganization, which is not similar to the situation of the Company. Therefore, this Share Subscription and Placing Comparable has been identified as an outlier and thus not used for our comparison.
For explanation purpose, the net asset value was translated from RMB figure to HKD figure with an exchange rate HK$1 = RMB0.8086.

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LETTER FROM SWC

As shown in the table above, the issue price of the Share Subscription and Placing Comparables ranged from (i) a discount of approximately 59.46% to a premium of approximately 9.59% over the closing price on the last trading day prior to the release of the relevant announcement (the ‘‘Market Range’’) with a mean of approximately discount of 9.52%; and (ii) a discount of approximately 58.90% to a premium of approximately 9.89% over the average closing price for the last five consecutive trading days prior to the release of the relevant announcement (the ‘‘5Day Market Range’’) with a mean of approximately discount of 10.80%. The discount of the Loan Capitalisation Price over the closing price on the Last Trading Day and the average closing price for the last five consecutive trading days prior to and including the Last Trading Day are within the corresponding Market Range and 5-Day Market Range and are below the mean of the Share Subscription and Placing Comparables.

As shown in Table IV, the issue price of the Share Subscription and Placing Comparables ranged from a discount of 72.96% to a premium of 118.26% over the consolidated net asset value per share for the latest financial year/period (the ‘‘Net Asset Value per Share Range’’) with a mean of approximately discount of 6.88%. The premium of the Loan Capitalisation Price over the net asset value per Share as at 30 June 2012 is within the corresponding Net Asset Value per Share Range and far above the mean of Share Subscription and Placing Comparables.

Having considered our analysis from 2.1 to 2.4, we note that (i) the rationale is to enter into a Loan Capitalization as a sequel to the Placing with a view to improve and strengthen the current financial position of the Company and reduce its exiting material liabilities without utilizing cash outlay; (ii) the finance costs reduced thus improved overall gearing; (iii) the Loan Capitalisation Price represents a significant premium of 42.9% and 122.2% over the audited consolidated net asset value per Share of the Company as at 31 December 2011 and unaudited consolidated net asset value per Share as at 30 June 2012, thus enhancing the net asset value per Share. Therefore, we consider that the terms of the Loan Capitalisation are on normal commercial terms.

3. Alternative financing methods

The Board has also considered various ways of raising funds and believes that the Loan Capitalisation and the Placing represent opportunities to raise capital for the Group while broadening its Shareholder and capital base. The Directors consider that the Loan Capitalisation and the Placing are appropriate fund raising exercises as (i) in comparison with debt financing exercises, the Loan Capitalisation and the Placing will not increase the gearing ratio of the Group and reduce the interest expenses of the Group; (ii) in comparison with other equity financing exercise, the Loan Capitalisation and the Placing will broaden not only the capital base of the Company but the Shareholder base; (iii) the Loan Capitalisation settles part of the loan due to Mr. Xie without cash outlays and provides a measure of commitment in relation to the future development of the Group; and (iv) it is feasible and time and cost effective means of fund raising as compared with other equity fund raising methods like rights issues and open offers given the timeframe

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LETTER FROM SWC

restrictions placed on the Group under the Repurchase. Based on the above, we note that the Loan Capitalisation represents the best available option for the Company to settle the Loan.

4. Effect of Loan Capitalisation on shareholding

The existing shareholding structure of the Company and the change in the shareholding structure of the Company upon completion of the Loan Capitalisation (assuming none of the holders of the Convertible Bonds exercises in full of the conversion rights and subscription rights respectively attached to the outstanding Convertible Bonds issued) are as follows.

Table V — Effect of Loan Capitalisation on shareholding

Mr. Xie Hai Yu Munsun Global (Note 2) Placees Other Public Shareholders Total	As at the Latest Practicable Date and immediately before completion of the Loan Capitalisation No. of shares Approximate % 548,610,000 19.1% 617,000,000 21.4% — — 1,714,390,000 59.5% 2,880,000,000 100.0%	Immediately after the completion of the Loan Capitalisation only (Note 1) No. of shares Approximate % 994,610,000 29.9% 617,000,000 18.6% — — 1,714,360,000 51.5% 3,326,000,000 100.0%	Immediately after the completion of the Loan Capitalisation only (Note 1) No. of shares Approximate % 994,610,000 29.9% 617,000,000 18.6% — — 1,714,360,000 51.5% 3,326,000,000 100.0%
			100.0%

Notes:

This assumes the Repurchase is approved by Independent Shareholders.
On 27 June 2012, (i) Wright Source Limited (‘‘Wright Source’’), a company wholly owned by Mr. Cheung Wai Kuen, an executive Director and a substantial shareholder of the Company, transferred 560,000,000 Shares to Munsun Global Mining Investment Fund LP (‘‘Munsun Global’’) in exchange for approximately 65.14% of equity interest in Munsun Global; and (ii) Munsun Global acquired 57,000,000 Shares from Independent Third Parties. Mr. Cheung Wai Kuen’s interest in the Company is held through the shareholding in Wright Source and Munsun Global.
As at the Latest Practicable Date, there are outstanding Convertible Bonds issued by the Company in the principal amount of HK$756,400,000 which are convertible into Shares at the conversion price of HK$1.47 per Share. Such initial conversion price shall be subject to adjustments as a result of the completion of the Placing and the Loan Capitalisation. Further announcement will be made by the Company upon determination of the adjusted conversion price of the Convertible Bonds and adjusted number of Shares which may be allotted and issued by the Company upon exercise in full of the Convertible Bonds by the holder(s) thereof, if any.
Pursuant to a supplemental deed entered between Mr. Chan Kon Fung, Gallop Pioneer Limited and the Company to amend certain terms of the sale and purchase agreement in respect of the Acquisition on 28 February 2011, part of the consideration for the Acquisition in the amount of HK$33,000,000 would be settled by way of issue of the convertible bonds to Mr. Chan Kon Fung after occurrence of the certain events.

– 41 –

LETTER FROM SWC

As shown in the above table, the aggregate shareholding of other public will be diluted from approximately 59.5% of the existing issued share capital of the Company as at the Latest Practicable Date to approximately 51.5% of the enlarged issued share capital of the Company upon the completion of the Loan Capitalisation.

Although there is dilution effect to the shareholding interests of the existing public shareholders upon the completion of the Loan Capitalisation, having taken into account the benefits of the Loan Capitalisation, (i) it will enlarge the capital base of the Company; (ii) it will reduce the gearing level of the Group thereby strengthening the financial position of the Group; and (iii) the existing material liabilities of the Group will also be settled without affecting the working capital of the Group, we consider that such dilution effect is acceptable.

5. Possible financial effect of the Loan Capitalisation

5.1 Effect on gearing position

As at 30 June 2012, the Group’s gearing ratio (being the Group’s total liabilities divided by the Group’s total equity attributable to the owners) was approximately 2.79 times. Upon completion of the Loan Capitalisation, the Loan from Mr. Xie would be partially settled by the Loan Capitalisation thus reducing the Group’s total borrowings and the Shareholders’ equity would be enlarged by the allotment and issue of the Loan Capitalisation Shares. Accordingly, the gearing ratio of the Group would be improved to 1.82 as a result of the Group’s enlarged capital base and decrease in total borrowings of the Group.

5.2 Effect on net asset value

According to the 2012 Interim Report, the unaudited net asset, equivalent to the total equity attributable to the owners of the Group was approximately HK$261.1 million as at 30 June 2012. Upon completion of the Loan Capitalisation, the net asset value of the Group would be increased by the Loan Capitalisation Amount of HK$89.2 million to approximately HK$350.3 million, a approximately 34.2% increase. Given the Loan Capitalisation Price is higher than the audited consolidated net asset value per Share of the Group as at 30 June 2011, it is expected that the net asset value per Share of the Group would be increased to HK$0.12 upon completion of the Loan Capitalisation.

5.3 Effect on total liabilities

According to the 2012 Interim Report, the total liabilities of the Group were approximately HK$727.8 million as of 30 June 2012. Upon completion of the Loan Capitalisation, the total liabilities of the Group will be reduced to approximately total liabilities of HK$638.6 million if no other settlements or new borrowings.

– 42 –

LETTER FROM SWC

5.4 Saving on interest expense

Upon completion of the Loan Capitalisation and settlement by cash, the Company would no longer be required to pay interest of 3% per annum on the Loan from Mr. Xie. The interest expense in respect of the Loan from Mr. Xie would be decreased.

5.5 Effect on cash flow

As the Loan Capitalisation Amount will be settled in full by the allotment and issue of the Loan Capitalisation Shares without cash outlay by the Group, the Loan Capitalisation would enable the Company to free the cash flow for the development of its business.

It should be noted that the above analyses are for the illustrative purposes only and do not purport to represent how the actual financial position of the Group will be on the date of completion of the Loan Capitalisation.

RECOMMENDATION

Having considered the above principal factors and reasons as discussed above, in particular the following (which should be read in conjunction with and interpreted in the full context of this letter):

(1) the enhancement of gearing ratio of the Company;
(2) the improvement of net assets value, financial position, and cash position;
(3) the Loan Capitalisation and its lock up period provides a means of support from Mr. Xie to the Company as well as a commitment from Mr. Xie in relation to the future development of the Company;
(4) considering that the average daily trading volume of the Shares was very low, representing approximately 0.27% of the total issued Shares of the Company during the Review Period and the Company has not declared any dividend for the last two years ended 31 December 2011 and for the six months ended 30 June 2012, we view that the consolidated net asset value of the Group is a more indicative or relevant benchmark for the purpose of analyzing the Loan Capitalisation Price;
(5) the Loan Capitalisation Price represents a premium of approximately 42.9% and 122.2% over the unaudited consolidated net asset value per Share as at 31 December 2011 and 30 June 2012 respectively, and the premium of the Loan Capitalisation Price over the net asset value per Share as at 30 June 2012 is within the corresponding Net Asset Value per Share Range and far above the mean of Share Subscription and Placing Comparables;
(6) the ability to reduce its existing material liabilities by HK$89.2 million without utilizing its cash and cash equivalents;

– 43 –

LETTER FROM SWC

(7) the Company has not conducted any fund raising activities in the past twelve months immediately before the Latest Practicable Date; and
(8) the dilution effects to the Independent Shareholders as a result of the Loan Capitalisation from approximately from approximately 59.5% to approximately 51.5% is acceptable.

We are of the opinion that the terms of Loan Capitalisation Agreement and the transactions contemplated thereunder are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders to, and we recommend the Independent Shareholders to, vote in favour of the resolutions to be proposed at the EGM to approve the Loan Capitalisation.

Yours faithfully, For and on behalf of South West Capital Limited Helen Zee Managing Director

– 44 –

GENERAL INFORMATION

APPENDIX I

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 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, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other facts the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

(A) Save as disclosed below, as at the Latest Practicable Date, none of the Directors and chief executive of the Company had any interest or short position in the Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO), which (i) 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 the interests and short positions, if any, which they were taken or deemed to have under such provisions of the SFO); (ii) were required, pursuant to Section 352 of the SFO, to be entered in the register referred to in such provisions of the SFO; or (iii) were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 of the Listing Rules to be notified to the Company and the Stock Exchange:

Long position in the Shares

Name of Director Mr. Xie Hai Yu Mr. Cheung Wai Kuen (Note)	Number of ordinary shares of HK$0.005 each Approximate percentage of the Company’s total issued share capital Personal interests Family interests Corporate interests Other interests Total 548,610,000 — — — 548,610,000 19.1% — — 617,000,000 — 617,000,000 21.4%

Note: On 27 June 2012, (i) Wright Source, a company wholly owned by Mr. Cheung Wai Kuen and a substantial shareholder of the Company, transferred 560,000,000 Shares to Munsun Global in exchange for approximately 65.14% of equity interest in Munsun Global; and (ii) Munsun Global acquired 57,000,000 Shares from Independent Third Parties. Mr. Cheung Wai Kuen’s interest in the Company is held through the shareholding in Wright Source and Munsun Global.

– 45 –

GENERAL INFORMATION

APPENDIX I

(B) Substantial Shareholders’ interests

Save as disclosed below, the Directors and the chief executive of the Company were not aware that there was any person who, as at the Latest Practicable Date, had an interest or short position in the Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which would fall to be disclosed under provisions of Division 2 and 3 of Part XV of the SFO, or who, as at the Latest Practicable Date, was directly and indirectly interested in five 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 the Group.

Long positions in the Shares

			Percentage
		Number of	of issued
		ordinary	ordinary
Name	Capacity	shares held	shares
Xie Hai Yu	Personal	548,610,000	19.05
Munsun Global Mining	Corporate	617,000,000	21.42
Investment Fund LP		(Note 1)
Lee and Lee Trust (Note 2)	Trustee	394,557,822	13.69
Allied Group Limited	Corporate	394,557,822	13.69
(‘‘AGL’’) (Note 3)
Allied Properties (H.K.)	Corporate	394,557,822	13.69
Limited (‘‘APL’’)
(Note 4)
AP Jade Limited (Note 5)	Corporate	394,557,822	13.69
AP Emerald Limited	Corporate	394,557,822	13.69
(‘‘AP Emerald’’)
(Note 6)
Sun Hung Kai &	Interest of controlled	394,557,822	13.69
Co. Limited (Note 7)	corporation
Sun Hung Kai Financial	Interest of controlled	394,557,822	13.69
Group Limited (‘‘SHKFG’’)	corporation
(Note 8)
Sun Hung Kai Financial	Interest of controlled	394,557,822	13.69
Limited (‘‘SHKFL’’)	corporation
(Note 9)
Sun Hung Kai Structured	Beneficial owner	272,108,843	9.44
Finance Limited (Note 9)

– 46 –

GENERAL INFORMATION

APPENDIX I

Notes:

(1) Wright Source, which is wholly-owned by Mr. Cheung Wai Kuen, owns 65.14% interest in Munsun Global.
(2) Mr. Lee Seng Hui, Ms. Lee Su Hwei and Mr. Lee Seng Huang are the trustees of Lee and Lee Trust, being a discretionary trust.
(3) Lee and Lee Trust (inclusive of Mr. Lee Seng Hui’s personal interest) owns approximately a 64.97% interest in the issued share capital of AGL and therefore, is deemed to have interests in the Shares in which AGL is interested.
(4) AGL owns approximately a 74.97% interest in the issued share capital of APL and is therefore deemed to have interests in the Shares in which APL is interested.
(5) AP Jade Limited is a wholly-owned subsidiary of APL.
(6) AP Emerald is a wholly-owned subsidiary of AP Jade Limited. APL is therefore deemed to have interests in the Shares in which AP Emerald is interested.
(7) AP Emerald owns approximately a 54.95% interest in issued share capital of Sun Hung Kai & Co. Limited. AP Emerald is therefore deemed to have interests in the Shares in which Sun Hung Kai & Co. Limited is interested.
(8) SHKFG is a wholly-owned subsidiary of Sun Hung Kai & Co. Limited.
(9) SHKFL is a wholly-owned subsidiary of SHKFG. Sun Hung Kai & Co. Limited and SHKFG are therefore deemed to have interests in the Shares in which SHKFL is interested. Sun Hung Kai Investment Services Limited (‘‘SHKIS’’) and Sun Hung Kai Structured Finance Limited (‘‘SHKSF’’) are wholly-owned subsidiaries of SHKFL and hold the Convertible Bonds of face values of HK$180,000,000 and HK$400,000,000 respectively. SHKIS and SHKSF have respective interests of 4.25% and 9.44% in the Shares issuable upon full conversion of the Convertible Bonds held by them.

3. DIRECTORS’ INTERESTS IN COMPETING BUSINESSES

As at the Latest Practicable Date, none of the Directors and their respective associates were considered to have interests in businesses apart from the Group’s businesses which compete, or are likely to compete, either directly or indirectly, with the businesses of the Group pursuant to Rule 8.10 of the Listing Rules.

4. DIRECTORS’ INTERESTS IN CONTRACTS AND ASSETS

As at the Latest Practicable Date, there was no contract or arrangement subsisting in which any Director was materially interested and which was significant in relation to the business of the Group.

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which have been, since 31 December 2011 (being the date to which the latest published audited accounts of the Group were made up), (i) acquired or disposed of by; or (ii) leased to; or (iii) proposed to be acquired or disposed of by; or (iv) proposed to be leased to, any member of the Group.

– 47 –

GENERAL INFORMATION

APPENDIX I

5. DIRECTORS’ SERVICE CONTRACTS

(a) As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group which does not expire or is not terminable by such member of the Group within one year without payment of compensation (other than statutory compensation).
(b) There are no service contracts in force between any Director and the Company or any of its subsidiaries or associated companies which are continuous contracts with a notice period of 12 months or more.
(c) There are no service contracts in force between any Director and the Company or any of its subsidiaries or associated companies which are fixed term contracts with more than 12 months to run irrespective of the notice period.

6. LITIGATION

The Company is a party to a litigation under HCA1357/2011.

The proceedings involves disputes arising from a sale and purchase agreement in relation to the sale and purchase of the entire issued share capital of Parksong Mining dated 13 July 2010 and the completion of the acquisition took place on 4 March 2011.

On 12 August 2011, the Company received a writ of summons and a statement of claim (the ‘‘First Statement of Claim’’) which were issued against the Company and Gallop Pioneer Limited (‘‘GPL’’), a wholly owned subsidiary of the Company, by Mr. Chan Kon Fung (the ‘‘Plaintiff’’). As alleged by the Plaintiff in the First Statement of Claim, GPL and the Company failed to make payment of AUD15,143,422.44, being the alleged amount of receivables payable to the Plaintiff should the Company be held liable to the alleged breach of the Agreement and claimed for the said sum of AUD15,143,422.44 from both GPL and the Company.

The Plaintiff and the Company and GPL had attended a mediation in relation to the disputes regarding the First Statement of Claim (the ‘‘Mediation’’) on 16 August 2012. However, no settlement had been reached in the Mediation and no further mediation will be carried out. The parties will proceed with the legal proceedings and the next stage shall be the filing and exchange of witness statements. The Directors confirm that the Group will continue to defend the action and/or the claims made by the Plaintiff.

As at the Latest Practicable Date, save as disclosed above, no member of the Group was engaged in any litigation or arbitration of material importance and there was no litigation or claim of material importance known to the Directors to be pending or threatened against any member of the Group.

– 48 –

GENERAL INFORMATION

APPENDIX I

7. MATERIAL CONTRACTS

Within the two years immediately preceding the date of this circular, the following are contracts (not being contracts entered into in the ordinary course of business) entered into by the members of the Group which are or may be material:

(i) the Loan Capitalisation Agreement;
(ii) the Loan Agreement;
(iii) the Placing Agreement;
(iv) the Loan Capitalisation Supplemental Agreement entered into between the Company and Mr. Xie on 15 October 2012, pursuant to which the parties agreed to include a provision in the Loan Capitalisation Agreement which prohibits Mr. Xie from directly or indirectly selling, transferring or disposing of the Loan Capitalisation Shares for a period of six months following their issue;
(v) the Placing Supplemental Agreement, entered into between the Company and the Placing Agent on 15 October 2012, wherein a provision was included which provided that all Placing Shares when allotted and issued shall be subject to a restriction on transfer, sale and disposal for a period of six months after their issue;

(vi) the Agreement;

(vii) the agreement dated 4 May 2012 entered into between the YT Parksong Australia Holding Pty Limited and Yuntinic (Hong Kong) Resources Company Limited in relation to the supply of the copper concentrates, details of which are set out in the announcement and circular of the Company dated 4 May 2012 and 25 May 2012 respectively;
(viii) the sale and purchase agreement was entered into on 5 December 2011, pursuant to which the Company has agreed to sell the entire issued share capital of Vitar Insulation Holdings Limited to Pure Best Limited, an independent third party, for cash consideration of HK$83.4 million, details of which are set out in the announcement of the Company dated 5 December 2011; and
(ix) the framework agreement dated 25 March 2011 and entered into between YT Parksong Australia Holding Pty Limited, a subsidiary of the Company, and Yunnan Tin Australia TDK Resources Pty Ltd for the purpose of supplying of tin concentrates to the latter during 1 April 2011 to 31 December 2013, details of which are set out in the announcement and circular of the Company dated 25 March 2011 and 18 April 2011 respectively.

Save as disclosed above, there are no other contracts (not being contracts in the ordinary course of business) being entered into by the members of the Group within the two years immediately preceding the Latest Practicable Date, which are or may be material.

– 49 –

GENERAL INFORMATION

APPENDIX I

8. EXPERT AND CONSENT

(a) The following is the qualification of the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders and the opinion or advice given by the independent financial advisor is contained in this circular:

Name

Qualification

SWC

a corporation licensed by the Securities and Futures Commission to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO

(b) As at the Latest Practicable Date, SWC does not have any shareholding, direct or indirect, in any member of the Company and its subsidiaries or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Company and its subsidiaries.
(c) As at the Latest Practicable Date, SWC was not interested, directly or indirectly, in any assets which have been acquired or disposed of by or leased to any member of the Group or are proposed to be acquired or disposed of by or leased to any member of the Group since 31 December 2011, being the date to which the latest published audited accounts of the Company were made up.
(d) SWC has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter dated 2 November 2012 and references to its name in the form and context in which they appear.

9. MATERIAL ADVERSE CHANGE

The Directors confirm that, as at the Latest Practicable Date, the Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2011, being the date to which the latest published audited accounts of the Company were made up.

10. GENERAL

(a) The registered address of the Company is at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.
(b) The head office and principal place of business of the Company in Hong Kong is at Room 2607, 26th Floor, Greenfield Tower Concordia Plaza, 1 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong.
(c) The share registrar and transfer agent of the Company in Hong Kong is Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

– 50 –

GENERAL INFORMATION

APPENDIX I

(d) The company secretary of the Company is Mr. Fu Wing Kwok, Ewing. Mr. Fu is responsible for the financial and secretarial affairs of the Group. Mr. Fu joined the Company in January 2010. He holds a bachelor degree in science with major in accounting of Bemidji State University, USA and is a member of both American Institute of Certified Public Accountants and Hong Kong Institute of Certified Public Accountants. He has over 18 years of experience in auditing and accounting field.
(e) In the event of any inconsistency, the English text of this circular shall prevail over the Chinese text.

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours at the principal place of business of the Company in Hong Kong at Room 2607, 26th Floor, Greenfield Tower Concordia Plaza, 1 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong from the date of this circular up to and including the date of the EGM:

(i) the memorandum of association and articles of association of the Company;
(ii) the material contracts as mentioned in this Appendix I;
(iii) the annual report of the Company for the two financial years ended 31 December 2010 and 2011;
(iv) the written consent as referred to in the paragraph under the heading ‘‘Expert and consent’’ in this appendix;
(v) the letter from the Independent Board Committee as set out on pages 23 and 24 of this circular;
(vi) the letter from SWC as set out from pages 25 to 44 of this circular; and
(vii) this circular.

– 51 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [51 x 51] intentionally omitted <==

==> picture [122 x 36] intentionally omitted <==

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 OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the ‘‘Meeting’’) of Goodtop Tin International Holdings Limited (the ‘‘Company’’) will be held at Room 2607, 26th Floor, Greenfield Tower, Concordia Plaza, 1 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong at 11:00 a.m. on 20 November 2012, for the purpose of considering and, if thought fit, passing, with or without modification, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

‘‘THAT

(a) the agreement dated 19 September 2012 entered into between the Company, Mr. Xie Hai Yu, Sun Hung Kai Investment Services Limited and Sun Hung Kai Structured Finance Limited relating to the sale and purchase of HK$580 million face value of Convertible Bonds (a copy of which has been produced to this meeting marked ‘‘A’’ and signed by the chairman of the meeting for the purpose of identification) and the transactions contemplated thereunder be and are hereby, confirmed, ratified and approved;
(b) the loan capitalisation agreement dated 28 September 2012 and the loan capitalisation supplemental agreement dated 15 October 2012 entered into between the Company and Mr. Xie Hai Yu in relation to a loan capitalisation by subscription of an aggregate of 446,000,000 new shares of HK$0.2 in the Company (the ‘‘Agreement’’) (copy of which has been produced to this meeting marked ‘‘B’’ and signed by the chairman of the meeting for the purpose of identification) and the transactions contemplated thereunder be and are hereby, confirmed, ratified and approved;
(c) subject to the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of and permission to deal in 446,000,000 new shares in the Company as a result of the loan capitalisation, the directors of the Company be and is hereby authorised to allot and issue 446,000,000 new shares in the authorised share capital of the Company to Mr. Xie Hai Yu credited or fully paid;

– 52 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

(d) the conditional placing agreement dated 28 September 2012 and the placing supplemental agreement dated 15 October 2012 entered into between Goodtop Tin International Holdings Limited and Kingston Securities Limited in respect of a placing of in aggregate 1,804,000,000 new shares of HK$0.2 each in the Company (‘‘Placing Agreement’’) (copy of which has been produced to this meeting marked ‘‘C’’ and signed by the chairman of the meeting for the purpose of identification) and the transactions contemplated thereunder be and are hereby, confirmed, ratified and approved;
(e) subject to the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of and permission to deal in an aggregate 1,804,000,000 new shares of the Company in connection with the Placing, the directors of the Company be and is hereby authorised to allot and issue up to 1,804,000,000 new shares in the authorised share capital of the Company;
(f) subject to and conditional upon approval by the Registrar of Companies in the Cayman Islands, the change the English name of the Company from ‘‘Goodtop Tin International Holdings Limited’’ to ‘‘L’sea Resources International Holdings Limited’’ and the Chinese name of the Company from ‘‘萬佳錫業國際控股有限公司’’ to ‘‘利海資源國際控股有限公司’’ be approved, and that the directors of the Company be and are hereby authorised to do all such acts and things and execute all the documents that they consider necessary or expedient to give effect to the foregoing and to attend to any necessary registration and/or filing and on behalf of the Company; and
(g) the board of directors of the Company be and is hereby authorised to take all such actions as it considers necessary or desirable to implement and give effect to the Agreement, the allotment and issue of the Loan Capitalisation Shares, the Placing, the allotment and issue of the Placing Shares, the Change of Company Name and the transactions contemplated thereunder.’’

By the order of the Board Goodtop Tin International Holdings Limited Xie Hai Yu Chairman

Hong Kong, 2 November 2012

Head office and principal place of

business in Hong Kong:

Room 2607, 26th Floor, Greenfield Tower Concordia Plaza 1 Science Museum Road Tsimshatsui, Kowloon Hong Kong

– 53 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

Any member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote in his stead. A member who is the holder of two or more shares may appoint more than one proxy to attend and vote on his behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company, but must attend the Meeting in person to represent you.
To be valid, a form of proxy, 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 Investor 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.
Completion and delivery of the form of proxy will not preclude a member from attending and voting in person at the Meeting if the member so desires and in such event, the instrument appointing a proxy shall be deemed to be revoked.
Where there are joint holders of any share, any one of such persons may vote at any meeting, either in person or by proxy, in respect of such share as if he was solely entitled thereto; but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
Shareholders are advised to read the circular to the shareholders of the Company dated 2 November 2012 which contains information concerning the resolution(s) to be proposed in this notice.

– 54 –

AI assistant

Greentech Technology International Limited — Proxy Solicitation & Information Statement 2012

49024_rns_2012-11-01_8f3dbe6d-1466-435e-a962-4a281b91d888.pdf

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

(1) CONNECTED TRANSACTION — LOAN CAPITALISATION, (2) PLACING OF NEW SHARES UNDER SPECIFIC MANDATE,

(3) REPURCHASE OF CONVERTIBLE BONDS,

(4) PROPOSED CHANGE OF COMPANY NAME AND

(5) NOTICE OF THE EXTRAORDINARY GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

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

(5) NOTICE OF THE EXTRAORDINARY GENERAL MEETING

INTRODUCTION

REPURCHASE

LETTER FROM THE BOARD

Financing of the Repurchase

Interest:

Put and Call Option Agreement and Undertaking

Reasons for the Repurchase

Miscellaneous

LOAN CAPITALISATION

The Loan Capitalisation Agreement

Conditions of the Loan Capitalisation Agreement

Loan Capitalisation Price

Ranking of the Loan Capitalisation Shares

Listing

THE PLACING AGREEMENT

Date

Parties

Placing Agent

Placees

Placing Price

Placing Shares

Conditions Precedent

Completion of the Placing

Listing

Termination of the Placing

REASONS FOR THE LOAN CAPITALISATION, THE PLACING AND USE OF PROCEEDS

LETTER FROM THE BOARD

LETTER FROM THE BOARD

EQUITY FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

EFFECT OF SHAREHOLDING

PROPOSED CHANGE OF COMPANY NAME

Effects of the Change of Company Name

Reasons for the Change of Company Name

LETTER FROM THE BOARD

INFORMATION OF THE GROUP

INFORMATION ON MR. XIE

LISTING RULES REQUIREMENT

LETTER FROM THE BOARD

EGM

RECOMMENDATION

LETTER FROM THE BOARD

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

CONNECTED TRANSACTION — LOAN CAPITALISATION

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

CONNECTED TRANSACTION — LOAN CAPITALISATION

INTRODUCTION

LETTER FROM SWC

BASIS OF OUR OPINION

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Principal terms of the Loan Capitalisation Agreement

2. Analysis of the Loan Capitalisation

2.1 Background to and reason for the Loan Capitalisation Agreement

2.2 Analysis on the financial performance of the Group

2.3 Analysis on the Share price and volume performance

LETTER FROM SWC

Table III — Trading volume of the Shares

2.4 Comparables with other share subscription and placing exercises

Table IV — Information about the Share Subscription and Placing Comparables

3. Alternative financing methods

4. Effect of Loan Capitalisation on shareholding

Table V — Effect of Loan Capitalisation on shareholding

5. Possible financial effect of the Loan Capitalisation

5.1 Effect on gearing position

5.2 Effect on net asset value

5.3 Effect on total liabilities

5.5 Effect on cash flow

Greentech Technology International Limited Proxy Solicitation & Information Statement 2012

GOODTOP TIN INTERNATIONAL HOLDINGS LIMITED 萬佳錫業國際控股有限公司

GOODTOP TIN INTERNATIONAL HOLDINGS LIMITED 萬佳錫業國際控股有限公司

GOODTOP TIN INTERNATIONAL HOLDINGS LIMITED 萬佳錫業國際控股有限公司

GOODTOP TIN INTERNATIONAL HOLDINGS LIMITED 萬佳錫業國際控股有限公司