Hephaestus Holdings Limited — Proxy Solicitation & Information Statement 2010

Jul 28, 2010

THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Pan Asia Mining Limited, you should at once hand this supplemental circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

This supplemental circular is not and does not constitute an invitation or offer to acquire, purchase or subscribe for the shares or other securities of the Company.

This supplemental circular is addressed to the Shareholders in connection with an extraordinary general meeting of the Company to be held on 12 August 2010.

This supplemental circular, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited 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 supplemental circular is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement in this supplemental circular misleading.

PAN ASIA MINING LIMITED

裏亞礦業有限公司

PAN ASIA MINING LIMITED

(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8173)

SUPPLEMENTAL CIRCULAR

APPOINTMENT OF NEW DIRECTORS
CHANGE OF DATE AND VENUE OF
THE EXTRAORDINARY GENERAL MEETING

This supplemental circular should be read together with the circular to shareholders dated 20 July 2010. A revised notice convening the EGM to be held at Suite 3008, Tower One, Times Square, One Matheson Street, Causeway Bay, Hong Kong on Thursday, 12 August 2010 at 11:00 a.m. is set out on pages N-1 and N-5 of this supplemental circular. A revised form of proxy is also enclosed. Whether or not you are able to attend and vote at the EGM in person, you are requested to complete and return the accompanying revised form of proxy in accordance with the instructions printed thereon to the branch registrar of the Company in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen's Road East, 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 will not preclude you from subsequently attending and voting at the EGM or any adjournment thereof, should you so wish. This supplemental circular will remain on the GEM website at www.hkgem.com on the "Latest Company Announcements" page for at least seven days from the date of its posting.

28 July 2010

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CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a high investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

Page

LETTER FROM THE BOARD ... 1

REVISED NOTICE OF THE EGM ... N-1

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LETTER FROM THE BOARD

PAN ASIA MINING LIMITED

寰亞礦業有限公司

PAN ASIA MINING LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8173)

Executive Directors:
Mr. Wong Chung Yu Denny
Mr. Liu Junqing

Non-executive Director:
Mr. Yin Mark Teh-min

Independent non-executive Directors:
Mr. Lai Kai Jin, Michael
Mr. Chan Siu Wing, Raymond
Mr. Chu Hung Lin, Victor

Registered office:
P.O. Box 309
Ugland House
South Church Street
George Town
Grand Cayman
Cayman Islands
British West Indies

Principal place of business
in Hong Kong:
Suite 3008, Tower One, Times Square
One Matheson Street
Causeway Bay, Hong Kong

28 July 2010

To the Shareholders

Dear Sir or Madam,

This supplemental circular should be read together with the circular of the Company dated 20 July 2010 (the "Circular") which carries information on, inter alia, the appointment of three new directors to the Company.

In this supplemental circular, capitalized terms used shall have the same meanings as ascribed thereto in the Circular, unless the context requires otherwise.

APPOINTMENT OF NEW DIRECTORS

The Company has stated in the Circular that, upon completion of the Investment Agreement, the Investor shall be entitled to nominate three persons to be appointed as additional Directors. The Circular has set out the biographies of the three persons previously nominated by the Investor as directors, being Mr. Suo Chun Sheng, Ms. Xu Saihua, Emma and Mr. An Tung.

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LETTER FROM THE BOARD

Citing personal family reasons, Mr. An Tung has since informed the Investor that he would decline the nomination as a director of the Company. The Investor has, at the date of this supplemental circular, withdrawn the nomination of Mr. An Tung as a non-executive director of the Company. The Investor now nominates Mr. Hao Jing Yun as a non-executive director of the Company. The nomination of Mr Suo Chun Sheng and Ms. Xu Saihua, Emma as executive directors of the Company by the Investor remain valid and effective.

The biography of Mr. Hao Jing Yun is set out as below:

Mr. Hao Jing Yun, aged 58, is presently a director of the Investor, which he has served since 1993.

Mr. Hao did not hold any directorship in any other listed public companies in the latest three years. He does not have any relationship with any Directors, senior management or substantial shareholders of the Company. He does not have any interests in the Shares within the meaning of Part XV of the SFO. Mr. Hao will enter into a service contract with the Company to fix the term of his office and his remuneration upon the completion of the Investment Agreement and a further announcement will be made in accordance with the GEM Listing Rules. The salary under the service contract will be determined by the Board having regard to the Director's responsibilities and duties and will be subject to a cap of HK$960,000 per year. Mr. Hao will be entitled to receive an annual bonus of a sum to be determined by the Board at its absolute discretion having regard to the operating results of the Company and its subsidiaries and his individual performance.

Save as disclosed above, Mr. Hao has confirmed that there are no other matters concerning Mr. Hao's appointment that need to be brought to the attention of the shareholders of the Company nor any information to be disclosed pursuant to the requirements of Rule 17.50(2) of the GEM Listing Rules.

The Joint Independent Financial Advisers and the Independent Board Committee confirmed their views as stated in the Letter from Joint Independent Financial Advisers and the Letter from the Independent Board Committee of the Circular respectively remain valid and unchanged.

On the basis of the information set out in the Circular as supplemented by this supplemental circular, the Directors (including the members of the Independent Board Committee), confirmed their view and recommendation in the Circular remain valid and unchanged, i.e. that the resolutions as set out in the revised notice of the EGM are fair and reasonable and in the interests of the Company and the Shareholders as a whole and they therefore recommend the Independent Shareholders and the Shareholders (as the case may be) to vote in favour of the relevant resolutions as set out in the revised notice of EGM at the end of this supplemental circular.

CHANGE OF DATE AND VENUE OF THE EGM

Reference is made to the Circular and notice of the EGM dated 20 July 2010. The Board announces that there is a change to the date and venue of the EGM. A revised notice of the EGM to be held at Suite 3008, Tower One, Times Square, One Matheson Street, Causeway Bay, Hong Kong on Thursday, 12 August 2010 at 11:00 a.m. is set out on pages N-1 to N-5 of this supplemental circular at which ordinary resolutions will be proposed to consider, and, if thought fit, by the Shareholders or the Independent Shareholders (as the case may be) to approve, among other things, the appointment of new Directors.

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LETTER FROM THE BOARD

Please refer to the section headed "General — Abstention from voting" of the Circular for information on the parties required to abstain from voting on the relevant resolutions.

A revised form of proxy for use at the EGM is enclosed with this supplemental 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 and return it to the Company's branch share registrar in Hong Kong, Tricor Tengis 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 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 adjournment of it, if you so wish.

In accordance with the GEM Listing Rules, the vote to be taken at the EGM shall be conducted by poll.

NO MATERIAL CHANGES

Save as disclosed above, there are no material changes in information (including the matters as listed in Rule 8.5 of the Takeovers Code) as previously stated in the Circular.

RESPONSIBILITY STATEMENT

This supplemental circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 supplemental circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this supplemental circular misleading.

The Directors jointly and severally accept full responsibility for the accuracy of information contained in this supplemental circular and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this supplemental circular have been arrived at after due and careful consideration and there are no other facts not contained in this supplemental circular, the omission of which would make any statement in this supplemental circular misleading.

The directors of China Raybo International Corp., Ltd jointly and severally accept full responsibility for the accuracy of the information contained in this supplemental circular (other than those in relation to the Group, Kesterion Group and the Debt Restructuring Agreement) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this supplemental circular have been arrived at after due and careful consideration and there are no other fact not contained herein the omission of which would make any statement herein (other than those in relation to the Group, Kesterion Group and the Debt Restructuring Agreement) misleading.

Yours faithfully,

For and on behalf of the Board

Pan Asia Mining Limited

Mr. Wong Chung Yu Denny

Chairman

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REVISED NOTICE OF EGM

PAN ASIA MINING LIMITED

寰亞礦業有限公司

PAN ASIA MINING LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8173)

Reference is made to (1) the notice of extraordinary general meeting of Pan Asia Mining Limited (the "Company") dated 20 July 2010; and (2) the supplemental circular of the Company dated 28 July 2010.

REVISED NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the Company will be held at Suite 3008, Tower One, Times Square, One Matheson Street, Causeway Bay, Hong Kong on Thursday, 12 August 2010 at 11:00 a.m. for the purposes of considering and, if thought fit, passing the following resolutions (with or without modifications) which will be proposed as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

ORDINARY RESOLUTIONS

“1. THAT:

(i) the authorized share capital of the Company be increased from HK$200,000,000 divided into 20,000,000,000 ordinary shares of the Company of HK$0.01 each ("Shares") to HK$300,000,000 divided into 30,000,000,000 Shares by creation of 10,000,000,000 new Shares of HK$0.01 each; and

(ii) any one director of the Company be and is hereby authorized for and on behalf of the Company to execute all such other documents (with or without the affixation of the common seal but to be countersigned by the secretary of the Company or by another director of the Company if it is required to affix the common seal of the Company thereto), instructions and agreements and to do all such acts and things deemed by him to be incidental to, ancillary to, or in connection with the matters contemplated under this resolution.”

2. “THAT the conditional debt restructuring agreement dated 14 May 2010 (the “Debt Restructuring Agreement”) (a copy of which is produced to the meeting marked “A” and initialed by the Chairman of the meeting for the purpose of identification) entered into among the Company, Black Sand Enterprises Limited and Kesterion Investments Limited in respect of the restructuring of the Kesterion Existing Debts (as defined in the circular of the Company dated 20 July 2010) and subject to and conditional upon the passing of the resolutions numbered 3, 4, 5 and 6, the transactions contemplated thereunder be and are hereby approved, confirmed and/or

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REVISED NOTICE OF EGM

ratified; and that the Directors be and are hereby authorised, for and on behalf of the Company, to do all such acts and things and to sign, seal, execute and deliver all such documents and take all such steps which they may in their discretion consider necessary desirable or expedient to implement and carry into effect this resolution."

1. "THAT:

(i) the conditional investment agreement (the "Investment Agreement") dated 9 April 2010 (as amended and supplemented on 14 May 2010) entered into among the Company and China Raybo International Corp., Ltd. (the "Investor") in relation to the subscription of 10,000,000,000 new ordinary shares at the subscription price of HK$0.25 each by the Investor (the "Subscription Shares") and the three-year unsecured and non-interest bearing convertible bonds proposed to be issued to the Investor by the Company in the principal amount of US$64,102,564.0 (equivalent to approximately HK$500.0 million) (the "2010 Convertible Bonds") (a copy of which is produced to the meeting marked "B" and initialed by the Chairman of the meeting for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed and/or ratified; and that the Directors be and are hereby authorized, for and on behalf of the Company, to do all such acts and things and to sign, seal, execute and deliver all such documents and take all such steps which they may in their discretion consider necessary, desirable or expedient for the implementation of and giving effect to the Investment Agreement and the transactions contemplated thereunder as they may in their discretion consider to be desirable and in the interests of the Company; and

(ii) subject to and conditional upon the passing of the resolutions numbered 1, 2, 4, 5, and 6 and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Subscription Shares and the shares to be issued on conversion of the 2010 Convertible Bonds (the "Conversion Shares"), the grant of a special mandate to the Directors for the allotment and issue of the Subscription Shares, the 2010 Convertible Bonds and the Conversion Shares thereunder pursuant to the Investment Agreement upon the terms and subject to the conditions therein contained be and are hereby approved; and that the Directors be and are hereby authorised, for and on behalf of the Company, to do all such acts and things and to sign, seal and execute and deliver all such documents and take all such steps which they may in their discretion consider necessary, desirable or expedient for the implementation of and giving effect to the allotment and issue of the Subscription Shares, the 2010 Convertible Bonds and the Conversion Bonds as they may in their discretion consider to be desirable and in the interests of the Company."

1. "THAT conditional upon the passing of the resolution no.3 above and subject to the executive director of the Corporate Finance Division of the Securities and Futures Commission or any delegate thereof (the "Executive") granting to the Investor and parties acting in concert with it, a waiver (the "Whitewash Waiver") pursuant to Note 1 on dispensations from Rule 26 of the Code on Takeovers and Mergers (the "Takeovers Code") and the satisfaction of any condition attached to the Whitewash Waiver imposed by the Executive, any obligation which may arise under Rule 26 of the Takeovers Code in connection with the allotment and issue of the

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REVISED NOTICE OF EGM

Subscription Shares under the Investment Agreement and which would require the Investor and parties acting in concert with it to make a mandatory general offer to the shareholders of the Company to acquire shares in the Company other than those already owned or agreed to be acquired by the Investor and parties acting in concert with it be and are hereby waived; and that the Directors be and are hereby authorised, for an on behalf of the Company, to do all such acts and things and to sign, seal, execute and deliver all such documents and take all such steps which they may in their discretion consider necessary, desirable or expedient to implement and/or give effect to any matters relating to or in connection with the waiver of such obligations as they may in their discretion consider to be desirable and in the interests of the Company.”

1. “THAT the repayment of the Kesterion Existing Debts in cash under the Debt Restructuring Agreement, which would constitute a favourable condition not extended to all shareholders of the Company and therefore a special deal under Rule 25 of the Takeovers Code (the “Special Deal”), be and are hereby approved.”

2. “THAT

(i) conditional upon the passing of the resolution no.3 above and subject to the completion of the Investment Agreement, Mr. Suo Chun Sheng be and is hereby appointed as executive Director of the Company and that the Directors be and are hereby authorized to fix the remuneration thereof.

(ii) conditional upon the passing of the resolution no.3 above and subject to the completion of the Investment Agreement, Ms Xu Saihua, Emma be and is hereby appointed as executive Director of the Company and that the Directors be and are hereby authorized to fix the remuneration thereof.

(iii) conditional upon the passing of the resolution no.3 above and subject to the completion of the Investment Agreement, Mr. Hao Jing Yun be and is hereby appointed as non-executive Director of the Company and that the Directors be and are hereby authorized to fix the remuneration thereof.”

By Order of the Board

Mr. Wong Chung Yu Denny

Chairman

Hong Kong, 28 July 2010

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REVISED NOTICE OF EGM

Registered office:
P.O. Box 309
Ugland House
South Church Street
George Town
Grand Cayman
Cayman Islands
British West Indies

Principal place of business
in Hong Kong:
Suite 3008, Tower One
Times Square
One Matheson Street
Causeway Bay
Hong Kong

Notes:

(1) Any member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one, or if such member is a holder of more than one Share, more proxies to attend and vote in his/her stead. Where a member appoints more than one proxy, the instrument of proxy shall state which proxy is entitled to vote on a poll. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member of the Company who is an individual or a member of the Company which is a corporation shall be entitled to exercise the same powers on behalf of the member of the Company which he or they represent as such member of the Company could exercise. If more than one proxy is appointed, the appointment shall specify the number of Shares in respect of which each such proxy is appointed.

(2) In order to be valid, the form of proxy must be deposited at the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wan Chai, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney as soon as possible and in any event not less than 48 hours before the time appointed for the holding of such meeting or any adjournment thereof.

(3) The form of proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of a form of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such form of proxy on behalf of the corporation without further evidence of the fact.

(4) Completion and return of a form of proxy will not preclude a member from attending in person and voting at the above meeting or any adjournment thereof, should he so wish, and in such event, the form of proxy shall be deemed to be revoked.

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REVISED NOTICE OF EGM

(5) A form of proxy for use at the meeting is enclosed.

(6) In case of joint holders of a share of the Company, any one of such holders may vote at the meeting either personally or by proxy in respect of such share as if he was solely entitled thereto. However, if more than one such joint holders are present at the meeting personally or by proxy, then one of such holders whose name stands first in the register of member of the Company shall alone be entitled to vote in respect of that share.

(7) Kesterion Group and its associates shall abstain from voting in favour on the ordinary resolution relating to the Investment Agreement, the Debt Restructuring Agreement, the Whitewash Waiver and the Special Deal at the EGM.

As at the date of this revised notice, the Board comprises two executive Directors, Mr. Wong Chung Yu Denny and Mr. Liu Junqing; one non-executive Director Mr. Yin Mark Teh-min; and three independent non-executive Directors, Mr. Lai Kai Jin, Michael, Mr. Chan Siu Wing, Raymond and Mr. Chu Hung Lin, Victor.

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