Hephaestus Holdings Limited — Proxy Solicitation & Information Statement 2014

Dec 21, 2014

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

PAN ASIA MINING LIMITED 宴亞礦業有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8173)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting ("Meeting") of Pan Asia Mining Limited ("Company") will be held at Units 3404-6, 34/F., AIA Tower, 183 Electric Road, North Point, Hong Kong on Friday, 9 January 2015 at 11:00 a.m. by poll, for the purposes of considering and, if thought fit, passing the following resolutions which will be proposed as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. "THAT:

(a) the authorised share capital of the Company be and is hereby increased from HK$1,000,000,000 to HK$2,500,000,000 (the "Share Capital Increase") by the creation of an additional 3,000,000,000 ordinary shares of par value of HK$0.5 each in the capital of the Company and such shares shall rank pari passu with all existing shares of the Company; and

(b) any one director of the Company (the "Director") be and is hereby authorised for and on behalf of the Company to execute all such documents and instruments and to do all such acts or things deemed by him to be incidental to, ancillary to or in connection with the matters contemplated in and to give effect to the Share Capital Increase."

2. "THAT:

(a) the Rights Issue and the Bonus Issue (as defined in the circular dated 19 December 2014 of the Company (the "Circular")) be and is hereby approved; and

(b) any one or more Directors (as defined in the Circular) be and is/are hereby authorised to do all such acts and things, to sign and execute all such further documents and to take such steps as he/she/they may in his/her/their absolute discretion consider necessary, appropriate, desirable or expedient to carry out or to give effect to or in connection with the Rights Issue or any transactions contemplated thereunder."

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1. “THAT:

(a) the conditional bond restructuring agreement (the “Bond Restructuring Agreement”) (a copy of which has been produced to the Meeting marked “A” and signed by the chairman of the EGM for the purpose of identification) dated 22 September 2014 (as amended by a supplemental agreement on 21 November 2014) and entered into among the Company and Kesterion Investments Limited (“Kesterion”) pursuant to which it is conditionally agreed that (i) the terms of Convertible Bonds (as defined in the Circular) will be amended to grant the Company a right to redeem all the outstanding Convertible Bonds at a redemption price of US$140,000,000 (equivalent to approximately HK$1,092,000,000), (ii) the Company will exercise such Redemption Right (as defined in the Circular) and (iii) in satisfaction and cancellation of the Redemption Amount (as defined in the Circular) payable under the amended Convertible Bonds following such redemption, the Company will issue the New Bonds (as defined in the circular) to Kesterion and the performance of all the transactions contemplated thereunder and all other matters of and incidental thereto or in connection therewith be and are hereby generally and unconditionally approved, ratified and confirmed;

(b) any one or more of the Directors be and is/are hereby authorised to do all such acts and things and execute all such other or further documents which he/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the terms of, or the transactions contemplated by, the Bond Restructuring Agreement and all documents in connection therewith and to agree to such variation, amendments or waiver or matters relating thereto as are, in the opinion of the Directors, in the interest of the Company and its shareholders as a whole;

(c) the New Bonds to be issued pursuant to the Bond Restructuring Agreement and the transactions contemplated thereunder be and are hereby approved; and

(d) any one or more of the Directors be and is/are hereby authorised to allot and issue such number of Shares as may fall to be allotted and issued;

(i) on and subject to the terms and conditions of the Bond Restructuring Agreement; and

(ii) upon exercise of the conversion rights attached to the New Bonds on and subject to the terms and conditions of the Bond Restructuring Agreement and the conditions of the New Bonds.”

1. “THAT:

(a) the settlement agreement (the “Settlement Agreement”) (a copy of which has been produced to the Meeting marked “B” and signed by the chairman of the Meeting for the purpose of identification) dated 21 November 2014 and entered into among the Company and Magic Stone Fund (China) (“Magic Stone”) pursuant to which, amongst others, the Group has conditionally agreed to settle the liabilities under the Trade Contracts (as defined in the circular) by way of the following arrangements: (i) the Group shall pay Magic Stone

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RMB51.88 million (equivalent to approximately HK$64.85 million) in cash before 28 February 2015; (ii) the Group shall pay Magic Stone US$17 million (equivalent to approximately HK$132.6 million) in cash before 28 February 2015; and (iii) the Company shall issue and allot 80,000,000 new Shares each fully paid at an issue price of HK$0.50 per Share to Magic Stone after the completion of the Rights Issue and before 28 February 2015 and the performance of all the transactions contemplated thereunder and all other matters of and incidental thereto or in connection therewith be and are hereby generally and unconditionally approved, ratified and confirmed; and

(b) any one or more of the Directors be and is/are hereby authorised to do all such acts and things and execute all such other or further documents which he/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the terms of, or the transactions contemplated by, the Settlement Agreement and all documents in connection therewith and to agree to such variation, amendments or waiver or matters relating thereto as are, in the opinion of the Directors, in the interest of the Company and its shareholders as a whole."

By Order of the Board

Pan Asia Mining Limited

Mr. Koh Tat Lee, Michael

Chairman

Hong Kong, 19 December 2014

Principal place of business in Hong Kong:

Units 3404-6, 34/F.

AIA Tower

183 Electric Road

North Point

Hong Kong

Notes:

1. The register of members of the Company will be closed on Friday, 9 January 2015 and no transfer of share(s) will be effected. In order to determine the entitlement to attend and vote at the Meeting, all transfer of share(s), accompanied by the relevant share certificate(s) with the properly completed transfer form(s) either overleaf or separately, must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Thursday, 8 January 2015.

2. 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.

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1. 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 Level 22, Hopewell Centre, 183 Queen's Road East, 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.

2. 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.

3. 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.

4. 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.

As at the date of this notice, the Board comprises two executive Directors, Mr. Michael Koh Tat Lee and Mr. Cheung Hung Man, a non-executive Director, Mr. Liang Tong Wei, and three independent non-executive Directors, Mr. Chu Hung Lin, Victor, Mr. Tong Wan Sze and Mr. Fung Kwok Leung.

This notice, for which the Directors 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 notice 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 notice misleading.

This notice will remain on the page of "Latest Company Announcement" on the GEM website for at least 7 days from the date of its posting.

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