Greentech Technology International Limited — Proxy Solicitation & Information Statement 2016

Apr 27, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in L’sea Resources International Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

L’SEA RESOURCES INTERNATIONAL HOLDINGS LIMITED 利 海 資 源 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00195)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A letter from the board of directors of the Company is set out on page 3 to 7 of this circular (the ‘‘Circular’’). A notice convening the annual general meeting (the ‘‘AGM’’) of the Company to be held at Suite No. 1B on 9/F, Tower 1, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on 27 May 2016 at 11:00 a.m. is set out on pages 15 to 19 of this Circular.

Whether or not you are able to attend the AGM, 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 Level 22, Hopewell Centre, 183 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 AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

27 April 2016

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I — Explanatory Statement for the Repurchase Mandate . . . . . . . . . . . . . . . .	8
Appendix II — Biographical Details of the Directors Subject to Re-election . . . . . . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

– i –

DEFINITIONS

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

• ‘‘AGM’’ the annual general meeting of the Company to be held at Suite No. 1B on 9/F, Tower 1, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on 27 May 2016 at 11:00 a.m. (or any adjournment thereof);

• ‘‘AGM Notice’’ the notice convening the AGM as set out on pages 15 to 19 of this Circular;

• ‘‘Articles of Association’’ the Articles of Association of the Company (as amended from time to time);

• ‘‘Board’’ the board of Directors; ‘‘Company’’ L’sea Resources International Holdings Limited (利海資源國 際控股有限公司), a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Stock Exchange;

• ‘‘Company Law’’ the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands;

• ‘‘Director(s)’’ director(s) of the Company; ‘‘General Mandates’’ the Repurchase Mandate and the Issue Mandate; ‘‘Group’’ the Company and any entity in which the Company, directly or indirectly, holds any equity interest;

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

• ‘‘Issue Mandate’’ a general and unconditional mandate proposed to be granted to the Directors at the AGM to issue, allot and otherwise deal with securities not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant ordinary resolution to grant such mandate;

• ‘‘Latest Practicable Date’’ 22 April 2016, being the latest practicable date prior to the printing of this circular for inclusion of certain information herein;

– 1 –

DEFINITIONS

‘‘Listing Rules’’

the Rules Governing the Listing of Securities on Stock Exchange;

• ‘‘Ordinary Resolutions’’ the proposed ordinary resolutions in the AGM Notice;

‘‘Repurchase Mandate’’ a general and unconditional mandate proposed to be granted to the Directors at the AGM to repurchase the Shares not exceeding 10% of the aggregate nominal value of the issued share capital of the Company as at the date of passing of the relevant ordinary resolution to grant such mandate;

‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong);

‘‘Share(s)’’ the ordinary share(s) of nominal value 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; and ‘‘%’’ per cent.

– 2 –

LETTER FROM THE BOARD

L’SEA RESOURCES INTERNATIONAL HOLDINGS LIMITED 利 海 資 源 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00195)

Executive Directors: Mr. NIE Dong Mr. CHEUNG Wai Kuen Mr. WANG Chuanhu Dr. SHI Simon Hao

Independent Non-Executive Directors:

Mr. CHI Chi Hung, Kenneth Mr. DENG Shichuan Mr. James MUNN

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

Principal place of business in Hong Kong:

Suite No. 1B on 9/F, Tower 1 China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong

27 April 2016

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR GENERAL MANDATES

TO ISSUE SHARES AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this Circular is to provide the Shareholders with information on (i) the proposed renewal of the general mandates to issue, allot and otherwise deal with new Shares and to repurchase Shares and the extension of Issue Mandate; (ii) the Directors to be re-elected at the AGM and (iii) notice of AGM, for consideration on the related resolutions to be put forward at the AGM.

– 3 –

LETTER FROM THE BOARD

2. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

In order to ensure flexibility when it is desirable to allot additional Shares or to repurchase Shares, the Directors will seek the approval of Shareholders to grant new general mandates to issue, allot and otherwise deal with new Shares and to repurchase Shares at the AGM.

Issue Mandate

Two Ordinary Resolutions, as set out in the AGM Notice, will be proposed for the following purpose:

• . Ordinary Resolution no. 4 — to grant to the Directors a general mandate to issue, allot and otherwise deal with new Shares up to a maximum of 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution; and

• . Ordinary Resolution no. 6 — to increase the aggregate nominal amount of share capital of the Company which the Directors may issue, allot and otherwise deal with under the Issue Mandate in the Ordinary Resolution no. 4 by the aggregate nominal amount of share capital of the Company repurchased under the Repurchase Mandate in the Ordinary Resolution no. 5 provided that both Ordinary Resolutions no. 4 and 5 were passed at the AGM.

The Company had in issue an aggregate of 5,130,000,000 Shares as at the Latest Practicable Date. Subject to the passing of the aforesaid Ordinary Resolution no. 4 and in accordance with the terms therein, the Company would be allowed to issue additional Shares up to a maximum of 1,026,000,000 Shares on the basis that no further Shares will be issued or repurchased prior to the AGM.

Repurchase Mandate

The Ordinary Resolution no. 5 as set out in the AGM Notice will be proposed to grant to the Directors a general mandate to exercise the powers of the Company to repurchase the Company’s fully paid up Shares representing up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution.

The Listing Rules contain provisions to regulate the repurchase of their own securities on the Stock Exchange by companies with primary listings on Stock Exchange.

In accordance with the Listing Rules, Appendix I to this Circular serves as the explanatory statement to provide the Shareholders with the requisite information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the ordinary resolution for granting of the Repurchase Mandate.

– 4 –

LETTER FROM THE BOARD

Both the Issue Mandate and the Repurchase Mandate will expire upon the earliest of:

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

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws of the Cayman Islands to be held; or

• (c) the revocation or variation of such authority by an ordinary resolution of the Shareholders in general meeting.

3. RE-ELECTION OF RETIRING DIRECTORS

The Board currently comprises seven Directors, of which Mr. Nie Dong, Mr. Cheung Wai Kuen, Mr. Wang Chuanhu and Dr. Shi Simon Hao are executive Directors; Mr. Chi Chi Hung, Kenneth, Mr. Deng Shichuan and Mr. James Munn are independent non-executive Directors.

According to article 86(3) of the Articles of Association, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of the Company after his appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

Further, in accordance with articles 87 and 88 of Articles of Association, at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years and a retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the meeting at which he retires. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Any Director appointed by the Board pursuant to article 86(3) of the Articles of Association shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.

As such, Dr. Shi Simon Hao, Mr. Wang Chuanhu and Mr. Chi Chi Hung, Kenneth will retire at the AGM. The retiring Directors, being eligible, will offer themselves for re-election at the AGM. For your further information, brief biographical details of the retiring Directors who are subject to re-election at the AGM are set out in Appendix II to this circular.

– 5 –

LETTER FROM THE BOARD

4. ANNUAL GENERAL MEETING

The notice convening the AGM is set out on page 15 to 19 of the Circular to consider the resolutions relating to, inter alia, the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate and the re-election of the Directors.

5. ACTION TO BE TAKEN

A form of proxy for the AGM is also enclosed with the Circular and such form of proxy is also published on the designated website of Stock Exchange (www.hkexnews.hk) and the website of the Company (www.lsea-resources.com). Whether or not you intend to attend the AGM, you are requested to complete the form of proxy and return the same to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from subsequently attending and voting in person at the AGM or any adjournment thereof if you so wish.

6. VOTING BY POLL

Pursuant to article 66 of the Articles of Association, a resolution put to the vote of a meeting shall be decided by way of a poll if voting by way of poll is required by the rules of Stock Exchange or a poll is otherwise demanded in accordance with that article 66.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

Accordingly, all the Ordinary Resolutions in the AGM Notice will be put to vote by way of poll at the AGM.

7. RECOMMENDATION

The Directors believe that the granting of the Issue Mandate, the extension of Issue Mandate referred to in Ordinary Resolution no. 6 in the AGM Notice, the Repurchase Mandate and the reelection of Directors are in the best interests of the Company and its Shareholders as a whole. Moreover, the necessary information for seeking Shareholders’ approval on the aforesaid matters are already set out herein for consideration. The Directors recommend that all Shareholders should vote in favour of the related Ordinary Resolutions to be proposed at the AGM.

– 6 –

LETTER FROM THE BOARD

8. ADDITIONAL INFORMATION

Your attention is drawn to the explanatory statement for the Repurchase Mandate set out in Appendix I to this Circular and the biographical details of the Directors subject to re-election set out in Appendix II to this Circular.

Yours faithfully,

For and on behalf of the Board

L’sea Resources International Holdings Limited NIE Dong

Executive Director and Chief Executive Officer

– 7 –

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

This appendix serves an explanatory statement, as required by the Listing Rules, to provide requisite information to Shareholders for their consideration as to whether to vote for or against the Ordinary Resolution to be proposed at the AGM for granting the Repurchase Mandate.

LISTING RULES

The Listing Rules permit companies whose primary listings are on Stock Exchange to repurchase their shares on Stock Exchange subject to certain restrictions, the most important of which are summarized below:

• (a) The shares proposed to be purchased by the company are fully-paid up;

• (b) The company has previously sent to its shareholders an explanatory statement complying with the provisions of Rule 10.06(1)(b) of the Listing Rules; and

• (c) The shareholders of the company have given a specific approval or a general mandate to the directors of the company to make such purchase, by way of an ordinary resolution which complies with the provisions of Rule 10.06(1)(c) of the Listing Rules and which has been passed at a general meeting of the company duly convened and held.

SHARE CAPITAL

As at the Latest Practicable Date, the Company had in issue an aggregate of 5,130,000,000 Shares which are fully paid.

Subject to the passing of the Ordinary Resolution no. 5 as set out in the AGM Notice and in accordance with the terms therein, the Company would be allowed under the Repurchase Mandate to repurchase fully paid up Shares of a maximum of 513,000,000 Shares representing 10% of the issued share capital of the Company as at the date of the passing of this resolution on the basis that no further Shares will be issued or repurchased prior to the AGM.

REASONS FOR SHARE REPURCHASE

Although the Directors have no present intention of repurchasing any Shares, they believe that the flexibility afforded by the Repurchase Mandate would be beneficial to the Company and its Shareholders. Trading conditions on the Stock Exchange have sometimes been volatile. At any time in the future when Shares trading at a discount to their underlying value, the ability of the Company to repurchase Shares will be beneficial to those Shareholders who retain their investment in the Company since their interests in the assets of the Company would increase in proportion to the number of Shares repurchased by the Company and thereby resulting in an increase in net asset value and/or earnings per share of the Company. Such repurchases will only be made when the Directors believe that the repurchases will benefit the Company and the Shareholders as a whole.

– 8 –

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Memorandum of Association of the Company and the Articles of Association and the applicable laws and regulations of the Cayman Islands. Shares may only be repurchased out of the profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose of repurchase. The premium, if any, payable on repurchase must have been provided for out of the profits of the Company or out of the Company’s share premium account before or at the time the Shares are repurchased. The Company may not purchase Shares on Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of Stock Exchange from time to time.

POSSIBLE MATERIAL ADVERSE IMPACT

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements for the year ended 31 December 2015) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the Company’s working capital requirements or the gearing levels. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

– 9 –

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

SHARE PRICES

During each of the twelve months preceding the Latest Practicable Date, the highest and lowest prices at which Shares have been traded were as follows:

	Price per share	Price per share
	of the Company
Month	Highest	Lowest
	HK$	HK$
2015
April	0.970	0.249
May	0.780	0.500
June	1.380	0.570
July	0.990	0.300
August	0.640	0.375
September	0.610	0.365
October	0.530	0.440
November	0.520	0.440
December	0.470	0.315
2016
January	0.385	0.242
February	0.270	0.195
March	0.260	0.193
April (up to the Latest Practicable Date)	0.236	0.218

REPURCHASES MADE BY THE COMPANY

Neither the Company nor any of its subsidiaries has purchased any of the Shares during the six months immediately preceding the Latest Practicable Date.

DIRECTORS’ UNDERTAKING

The Directors have undertaken to Stock Exchange to exercise the powers of the Company to make repurchase under the Repurchase Mandate in accordance with the Listing Rules and laws of the Cayman Islands and in accordance with the regulations set out in the Memorandum of Association of the Company and Articles of Association.

EFFECT OF THE TAKEOVERS CODE

Pursuant to Rule 32 of the Takeovers Code, if as a result of repurchase of the Shares by the Company, a substantial Shareholder’s proportionate interest in voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code.

– 10 –

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

Accordingly, a Shareholder, or group of Shareholders acting in concert, could, depending on the level of increase of the shareholding, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. As at the Latest Practicable Date, as far as the Directors are aware, Mr. Xie Haiyu (‘‘Mr. Xie’’), a substantial shareholder with the largest shareholding, was interested in 994,610,000 Shares, representing approximately 19.39% of the issued share capital of the Company. If the Directors exercise the Repurchase Mandate in full, the proportionate interest of Mr. Xie in the voting rights of the Company would increase to approximately 21.54%. Such an increase would not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.

Accordingly, the Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases made under the Repurchase Mandate. In the event that the power to repurchase Shares pursuant to the Repurchase mandate is exercised in full, the number of Shares held by the public would not fall below 25%.

DIRECTORS’ DEALINGS

None of the Directors nor, to the best of their knowledge having made all reasonable enquires, any of their close associates (as defined in the Listing Rules) presently intends to sell Shares to the Company in the event that the Repurchase Mandate as proposed in the Ordinary Resolution no. 5 is approved by the Shareholders.

CORE CONNECTED PERSONS

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the Repurchase Mandate as proposed in the Ordinary Resolution no. 5 is approved by the Shareholders.

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BIOGRAPHICAL DETAILS OF THE DIRECTORS SUBJECT TO RE-ELECTION

APPENDIX II

The biographical details of the three Directors proposed to be re-elected at the AGM are set out as follows:

Dr. SHI Simon Hao, aged 51, has been a non-executive Director since April 2014 and has been redesignated as an executive Director since April 2015. Dr. Shi graduated from Fudan University with a bachelor degree in Biophysics in 1987 and obtained a PhD degree at the State University of New York Downstate Medical School in 1995, a postdoctoral fellow at an affiliate hospital of Harvard University Harvard Medical School in 1998 and a MBA degree from University of Southern California Marshall School of Business in 2000. Dr. Shi has over 16 years’ experience in financial management, fund and asset management in various international investment group. Prior to joining the Company, Dr. Shi was previously a Vice-president and Chief Financial Officer and Financial Controller in several public-listed companies in the United States of America, the PRC, Taiwan and Hong Kong. Dr. Shi is currently a Vice President of Munsun Asset Management (Asia) Limited (‘‘Munsun Asset’’), a Type 4 and Type 9 license holder conducting regulated activities of advising on securities and asset management under the SFO. Munsun Asset is the general partner of Munsun Global Mining Investment Fund II LP, which is interested in 492,200,000 shares of the Company.

A director’s service agreement was entered into between the Company and Dr. Shi for a fixed term of three years starting from 1 April 2015. He is entitled to receive a monthly director’s fee of HK$126,000, subject to revision by the remuneration committee of the Company.

Save as disclosed above, Dr. Shi did not hold any directorship in other listed public companies in the last three years nor any other position with the Company and other members of the Group.

Save as disclosed above, as at the Latest Practicable Date, Dr. Shi did not have any relationship with any Director, senior management, substantial or controlling Shareholders.

As at the Latest Practicable Date, Dr. Shi did not have any interest in Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no information relating to Dr. Shi that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules, and there are no other matters that need to be brought to the attention of the Shareholders. Mr. WANG Chuanhu (汪傳虎), aged 48, has been an executive Director since April 2014. Mr. Wang graduated from North China University of Technology in 1987 and obtained a bachelor degree in management from Beijing Municipal Committee of the CPC Party School in 1998. Prior to joining the Group, Mr. Wang has over 25 years’ extensive experience in design of large enterprises, investment and operational management in various industrial, construction and commercial sectors in The People’s Republic of China. Mr. Wang is currently the chief executive officer of L’sea International Holdings Limited.

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BIOGRAPHICAL DETAILS OF THE DIRECTORS SUBJECT TO RE-ELECTION

APPENDIX II

A director’s service agreement was entered into between the Company and Mr. Wang for a fixed term of three years starting from 1 April 2015. He is entitled to receive a monthly director’s fee of HK$21,000, subject to revision by the remuneration committee of the Company.

Save as disclosed above, Mr. Wang did not hold any directorship in other listed public companies in the last three years nor any other position with the Company and other members of the Group.

As at the Latest Practicable Date, Mr. Wang did not have any relationship with any Director, senior management, substantial or controlling Shareholders.

As at the Latest Practicable Date, Mr. Wang did not have any interest in Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no information relating to Mr. Wang that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules, and there are no other matters that need to be brought to the attention of the Shareholders.

Mr. Chi Chi Hung, Kenneth (季志雄), aged 47, has been an independent non-executive Director, the Chairman of the Audit Committee and the member of the Remuneration Committee since October 2012. Mr. Chi was also appointed as the member of the Nomination Committee on 8 March 2013. Mr. Chi has over 23 years of experience in accounting and financial control area. Mr. Chi holds a Bachelor of Accountancy Degree from the Hong Kong Polytechnic University and is a fellow member of Association of Chartered Certified Accountants in the United Kingdom, an associate member of the Hong Kong Institute of Certified Public Accountants, an associate member of the Hong Kong Institute of Chartered Secretaries and an associate member of the Institute of Chartered Secretaries and Administrators in the United Kingdom. Mr. Chi is currently an executive director of each of Guocang Group Limited (stock code: 559), Ceneric (Holdings) Limited (stock code: 542) and e-Kong Group Limited (stock code: 524). He is also an independent non-executive director of each of Noble Century Investment Holdings Limited (stock code: 2322) and Perfect Shape (PRC) Holdings Limited (stock code: 1830). He was an executive director of GET Holdings Limited (stock code: 8100) from July 2010 to June 2014, a non-executive director of China Sandi Holdings Limited (stock code: 910) from May 2010 to August 2015 and an independent nonexecutive director of each of Interchina Holdings Company Limited (stock code: 202) from October 2011 to August 2012, Hong Kong Life Sciences and Technologies Group Limited (stock code: 8085) from January 2010 to August 2015, Silk Road Energy Services Group Limited (stock code: 8250) from December 2011 to November 2015 and Aurum Pacific (China) Group Limited (stock code: 8148) from March 2010 to October 2015.

A director’s service agreement was entered into between the Company and Mr. Chi for a fixed term of three years starting from 12 October 2014. He is entitled to receive a monthly director’s fee of HK$15,750, subject to revision by the remuneration committee of the Company.

– 13 –

BIOGRAPHICAL DETAILS OF THE DIRECTORS SUBJECT TO RE-ELECTION

APPENDIX II

Save as disclosed above, Mr. Chi did not hold any directorship in other listed public companies in the last three years nor any other position with the Company and other members of the Group.

As at the Latest Practicable Date, Mr. Chi did not have any relationship with any Director, senior management, substantial or controlling Shareholders.

As at the Latest Practicable Date, Mr. Chi did not have any interest in Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no information relating to Mr. Chi that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules, and there are no other matters that need to be brought to the attention of the Shareholders.

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

L’SEA RESOURCES INTERNATIONAL HOLDINGS LIMITED 利 海 資 源 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00195)

NOTICE IS HEREBY GIVEN that the annual general meeting of L’sea Resources International Holdings Limited (the ‘‘Company’’) will be held at Suite No. 1B on 9/F, Tower 1, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on 27 May 2016 at 11:00 a.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors of the Company (the ‘‘Directors’’) and of the auditors of the Company for the year ended 31 December 2015;

2. To re-elect:

3. 2.1 Dr. Shi Simon Hao as executive Director and authorise the board of Directors to fix his remuneration;

4. 2.2 Mr. Wang Chuanhu as executive Director and authorise the board of Directors to fix his remuneration; and

5. 2.3 Mr. Chi Chi Hung, Kenneth as independent non-executive Director and authorise the board of Directors to fix his remuneration;

6. To appoint Deloitte Touche Tohmatsu as the auditors of the Company and to authorise the board of Directors to fix their remuneration;

7. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT

• (a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and otherwise deal with additional shares of the Company (‘‘Shares’’) in the capital of the Company or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make, grant, sign or execute offers, agreements or options, deeds and other documents which carry rights to subscribe

– 15 –

NOTICE OF ANNUAL GENERAL MEETING

for or are convertible into Shares which would or might require the exercise of such powers, subject to and in accordance with all applicable laws of the Cayman Islands and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (‘‘Stock Exchange’’) or any other stock exchange as amended from time to time, be and it is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make, grant, sign or execute offers, agreements or options, deeds and other documents which carry rights to subscribe for or are convertible into Shares which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to:

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

• (ii) the exercise of any option under any share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/ or employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares; or

• (iii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association of the Company in force from time to time; or

• (iv) an exercise of rights of subscription or conversion under terms of any warrants issued by the Company or any securities which are convertible into Shares of the Company; or

• (v) a specific authority granted by the shareholders of the Company,

shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly;

• (d) subject to the passing of this resolution, any prior approvals of the kind referred to in paragraphs (a), (b) and (c) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

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NOTICE OF ANNUAL GENERAL MEETING

• (e) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or the applicable laws of the Cayman Islands to be held; or

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

‘‘Rights Issue’’ means the allotment, issue or grant of Shares pursuant to an offer of shares open for a period fixed by the Directors to the holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).’’

1. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT

• (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to repurchase Shares in the capital of the Company on Stock Exchange or on any other exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and Stock Exchange for this purpose (‘‘Recognised Stock Exchange’’), subject to and in accordance with the applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or those of any other Recognised Stock Exchange as amended from time to time, be and the same is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of Shares which may be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not

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NOTICE OF ANNUAL GENERAL MEETING

exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution and the approval pursuant to paragraph (a) of this resolution be limited accordingly;

• (c) subject to the passing of this resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this resolution which had been granted to the Directors and which are still in effect be and hereby revoked; and

• (d) for the purpose of this resolution, ‘‘Relevant Period’’ means the period from the date of passing of this resolution until whichever is the earliest of:

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

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or the applicable laws of the Cayman Islands to be held; or

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

• To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT subject to the passing of the resolutions numbered 4 and 5 as set out in the notice (the ‘‘Notice’’) convening this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with additional Shares in the capital of the Company pursuant to the resolution numbered 4 as set out in the Notice be and the same is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to the resolution numbered 5 as set out in the Notice provided that such amount shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution.’’

By Order of the Board

L’sea Resources International Holdings Limited NIE Dong

Executive Director and Chief Executive Officer

Hong Kong, 27 April 2016

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NOTICE OF ANNUAL GENERAL MEETING

As at the date of this Notice, the board of Directors comprise of the following:

Executive Directors: Mr. NIE Dong Mr. CHEUNG Wai Kuen Mr. WANG Chuanhu Dr. SHI Simon Hao

Independent Non-Executive Directors: Mr. CHI Chi Hung, Kenneth Mr. DENG Shichuan Mr. James MUNN

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

Principal place of business in Hong Kong: Suite No. 1B on 9/F, Tower 1 China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong

Notes:

• (1) A member of the Company entitled to attend and vote at the aforesaid meeting is entitled to appoint one or (if holding two or more shares) more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

• (2) Where there are joint holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting the vote of the senior holder 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 member of the Company in respect of the joint holding.

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

• (4) Pursuant to the Articles of Association of the Company, the Chairman of the meeting will demand a poll on each of the resolutions set out in the Notice put to the vote at the meeting.

• (5) For the purpose of determining the entitlement of the members to attend and vote at the annual general meeting, the register of members of the Company will be closed from Monday, 23 May 2016 to Friday, 27 May 2016, both days inclusive, during which period no transfer of shares of the Company will be registered. Members whose names appear on the register of members of the Company at the close of business on Friday, 20 May 2016 will be entitled to attend and vote at the annual general meeting. All transfers of shares accompanied by the relevant share certificates and the appropriate transfer forms must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration not later than 4:30 pm on Friday, 20 May 2016.

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