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 immediately consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in Huscoke Resources Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

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.

==> picture [82 x 54] intentionally omitted <==

HUSCOKE RESOURCES HOLDINGS LIMITED 和嘉資源控股有限公司

(incorporated in Bermuda with limited liability)

(stock code: 704)

(1) CONNECTED TRANSACTION: PROPOSED AMENDMENTS TO THE TERMS AND CONDITIONS OF THE ZERO-COUPON CONVERTIBLE BONDS HAVING AN OUTSTANDING PRINCIPAL AMOUNT OF HK$582 MILLION IN AGGREGATE ORIGINALLY DUE 31 OCTOBER 2013; AND

(2) NOTICE OF SPECIAL GENERAL MEETING

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

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

The notice of the SGM to be held at Room 4205, 42nd Floor, Far East Finance Center, 16 Harcourt Road, Admiralty, Hong Kong on Tuesday, 15 October 2013 at 2:30 p.m. is set out in pages 40 to 41 of this circular. A letter from Aviate Beijing Capital containing its advice to the Independent Board Committee and the Independent Shareholders is set out in pages 16 to 30 of this circular.

Whether or not you are able to attend the meeting, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting. Completion of the proxy form and its return will not preclude you from attending, and voting at, the SGM if you so wish.

19 September 2013

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Letter from Aviate Beijing Capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Appendix I — Summary of the Principal Terms
of the Tranche 2 Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Appendix II — General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	40

— i —

DEFINITIONS

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

“Announcement” the announcement of the Company dated 31 July 2013 in relation to, among others, the entering into of the Supplemental Deed and the Maturity Date Extension
“Associate” shall have the meaning ascribed to it under the Listing Rules “Automatic Conversion” the automatic conversion of any Tranche 2 Bonds which remain outstanding by 4:00 p.m. on the Maturity Date to Conversion Shares pursuant to the terms and conditions in the Original Instrument
“Aviate Beijing Capital” Aviate Beijing Capital Limited, a corporation licensed to carry on Type 6 (advising on corporate finance) regulated activity under the SFO, being the independent financial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the proposed Maturity Date Extension, the Supplemental Deed and the transactions contemplated thereunder

“Board”	the board of Directors
“Bond Pledge”	the pledge of the Tranche 2 Bonds executed by Mr. Wu on
	29 May 2013 in favour of Kailuan to secure (among other
	obligations) repayment by the Company to Kailuan of a
	prepayment in the sum of HK$220 million
“Company”	Huscoke Resources Holdings Limited, a company
	incorporated in Bermuda with limited liability, whose Shares
	are listed on the main board of the Stock Exchange
“Conversion Share(s)”	the Share(s) to be allotted and issued upon the exercise of
	the conversion right(s) in respect of the Tranche 2 Bonds
“Directors”	the directors of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China

— 1 —

DEFINITIONS

“HK$” Hong Kong dollars, the lawful currency of Hong Kong for the time being
“Independent Board The committee of the Board established for the purpose Committee” of advising the Independent Shareholders on the proposed Maturity Date Extension, the entering into of the Supplemental Deed and the transactions contemplated thereunder, the members of which include all the independent non-executive Directors
“Independent Shareholders” Shareholders, other than Mr. Wu and his respective associates and any other connected persons who have material interests in the proposed Maturity Date Extension, the entering into of the Supplemental Deed and the transactions contemplated thereunder
“Kailuan” Kailuan (Hong Kong) International Co. Ltd.
“Kailuan SP Agreement” an agreement dated 22 May 2013 and made between the Company, Kailuan and Mr. Wu for the supply of coke for one year, which involved (among other matters) the pledge of Tranche 2 Bonds in the aggregate principal amount of HK$582 million held by Mr. Wu to Kailuan
“Latest Practicable Date” 17 September 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information of this circular
“Listing Committee” the listing sub-committee of the board of directors of the Stock Exchange
“Listing Rules” Rules Governing the Listing of Securities on the Stock Exchange
“Maturity Date” the maturity date of the Tranche 2 Bonds which is the 5th anniversary of the date of the first issue of such bonds, i.e. the original Maturity Date is 31 October 2013
“Maturity Date Extension” the proposed extension of the Maturity Date from 31 October 2013 to 31 October 2018
“Mr. Wu” Wu Jixian, a non-executive Director and a substantial Shareholder

— 2 —

DEFINITIONS

“Original Instrument”

the instrument dated 16 May 2008 and executed by the Company constituting the Tranche 2 Bonds

“SFO” Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended from time to time

“SGM” the special general meeting of the Company to be held at Room 4205, 42nd Floor, Far East Finance Center, 16 Harcourt Road, Admiralty, Hong Kong on Tuesday, 15 October 2013 at 2:30 p.m. to consider and, if thought fit, approve, among other things, the proposed Maturity Date Extension, the entering into of the Supplemental Deed and the transactions contemplated thereunder

“Shares” shares of HK$0.10 each of the Company (or such other nominal amount prevailing from time to time)
“Shareholder(s)” holder(s) of the Shares
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Supplemental Deed” the deed poll dated 31 July 2013 and executed by the Company in relation to amendments of the Original Instrument in respect of the Maturity Date Extension
“Tranche 2 Bonds” the convertible bonds having outstanding principal amount of HK$582 million in aggregate issued by the Company to Mr. Wu on 31 October 2008 pursuant to the sale and purchase agreement dated 11 January 2008 entered into between the Company, Mr. Wu as vendor and Rich Key Enterprises Limited as purchaser in relation to the acquisition of Pride Eagle Investments Limited and Joy Wisdom International Limited. Details of such sale and purchase agreement have been disclosed in the VSA Circular (i.e. the Company’s circular dated 20 March 2008)
“%”

per cent

— 3 —

LETTER FROM THE BOARD

==> picture [82 x 54] intentionally omitted <==

HUSCOKE RESOURCES HOLDINGS LIMITED 和嘉資源控股有限公司

(incorporated in Bermuda with limited liability)

(stock code: 704)

Executive Directors:

Mr. Gao Jianguo Mr. Li Baoqi

Non-Executive Director:

Registered office: Cannon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Mr. Wu Jixian

Independent non-executive Directors: Mr. Lam Hoy Lee, Laurie Mr. Lau Ka Ho Mr. To Wing Tim, Paddy

Principal place of business in Hong Kong: Room 4205 Far East Finance Center 16 Harcourt Road Admiralty Hong Kong

19 September 2013

To the Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION:

PROPOSED AMENDMENTS TO THE TERMS AND CONDITIONS OF THE ZERO-COUPON CONVERTIBLE BONDS HAVING AN OUTSTANDING PRINCIPAL AMOUNT OF HK$582 MILLION IN AGGREGATE ORIGINALLY DUE 31 OCTOBER 2013

INTRODUCTION

Reference is made to (i) the Company’s announcements (collectively, “ VSA Announcements ”) dated 24 January 2008, 19 May 2008 and 31 October 2008, respectively, and the Company’s circular dated 20 March 2008 (“ VSA Circular ”), in relation to a very substantial acquisition which would involve issue of (among others) the

— 4 —

LETTER FROM THE BOARD

Tranche 2 Bonds to Mr. Wu; (ii) the Company’s announcement dated 23 May 2013 (“ May 2013 Announcement ”) in relation to the Kailuan SP Agreement which involved (among other matters) the Bond Pledge; and (iii) the Announcement.

The purpose of this circular is to provide you with information relating to (i) the proposed Maturity Date Extension, the Supplemental Deed and the transactions contemplated thereunder; (ii) the letter from the Independent Board Committee; (iii) the letter from Aviate Beijing Capital; and (iv) the notice convening the SGM.

AMENDMENTS TO THE INSTRUMENT WHICH CONSTITUTES THE TRANCHE 2 BONDS

Background: issue of the Tranche 2 Bonds by the Company to Mr. Wu

As disclosed in the VSA Announcements, the Tranche 2 Bonds were issued to Mr. Wu on 31 October 2008. As disclosed in the VSA Circular, the Maturity Date of the Tranche 2 Bonds shall be the 5th anniversary of the date of the first issue of such bonds, i.e. the original Maturity Date is 31 October 2013. As at 31 July 2013, the aggregate principal amount of the Tranche 2 Bonds was HK$582 million, which will (upon the conversion rights attaching thereto being exercised in full) be convertible into 1,455 million Shares. Assuming that (i) the Automatic Conversion will have taken place on the original Maturity Date, (ii) the number of Shares held by Mr. Wu is not changed from the Latest Practicable Date up to the original Maturity Date, and (iii) the number of issued Shares is not changed from the Latest Practicable Date up to the original Maturity Date, the shareholding of Mr. Wu will be increased to 35.33% of the enlarged issued share capital in the Company immediately after the Automatic Conversion.

The Tranche 2 Bonds are constituted and governed by the Original Instrument dated 16 May 2008 and executed by the Company. Under the Original Instrument, any Tranche 2 Bonds which remain outstanding by 4:00 p.m. on the Maturity Date shall be converted automatically into the Conversion Shares (“ Automatic Conversion ”), provided that there will not be any such automatic conversion on the Maturity Date, if such conversion will result in a bondholder and parties acting in concert with it, taken together, will directly or indirectly, control or be interested in 30% or more of the entire issued Shares. Those Tranche 2 Bonds which cannot be converted due to the above restriction shall remain outstanding on and after the Maturity Date but the holder of the Tranche 2 Bonds is not entitled to demand for repayment in relation to any outstanding Tranche 2 Bonds. Therefore, in any event, there will not be any monetary repayment by the Company in relation to the Tranche 2 Bonds on the Maturity Date.

For other details of the principal terms of the Tranche 2 Bonds, please refer to Appendix I to this circular.

— 5 —

LETTER FROM THE BOARD

In May 2010 and February 2012, in connection with the issue of certain convertible bonds by the Company to Passion Giant Investment Limited (“ PGI ”) for the financing of Coke Processing Assets Acquisition (as defined in the Company’s announcement 6 May 2010) from Xiaoyi City Golden Rock Electricity Coal Chemical Company Limited, Mr. Wu pledged (among other collaterals) part of the Tranche 2 Bonds to PGI. The principal terms of such pledge agreements are summarised below:

Date of pledge agreements:

7 May 2010 and 28 February 2012

Pledgor:

Mr. Wu

Pledgee: PGI, being an indirect wholly-owned subsidiary of China Construction Bank Corporation

Assets secured under the pledge (i) all right, title and interest of Mr. Wu in and to a agreements: principal amount of HK$582 million in aggregate of the Tranche 2 Bonds (“ PGI Pledged Bonds ”) and all cash, securities, interest, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in redemption of, any or all of the PGI Pledged Bonds;
(ii) all Shares of the Company into which the PGI Pledged Bonds may hereafter be converted (“ PGI Pledged Shares ”) and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or any or all of the PGI Pledged Shares;
(iii) all other property hereafter delivered to PGI in substitution for (save for the substitution of the PGI Pledged Bonds pursuant to the said pledge agreements) or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all thereof, and

— 6 —

LETTER FROM THE BOARD

(iv) all proceeds, accretions, distributions of any of the foregoing (i.e. the PGI Pledged Bonds and the PGI Pledged Shares) and all such additional shares, certificates, instruments, cash, securities, interest, dividends, options, rights and other property issued or made in connection therewith
Obligations secured: (i) all moneys in any currency, obligations and liabilities whether present or future, actual or contingent, in any capacity, alone or jointly with any other person, which are now or may at any time hereafter be or become from time to time due, owing or incurred anywhere from or by Mr. Wu to PGI at any time pursuant to the subscription agreement dated 5 May 2010 (“ Subscription Agreement ”) entered into between the Company and PGI and the senior unsubordinated and secured convertible bonds with interest of 8 per cent. per annum due 2013 in the principal amount of up to HK$154 million (“ PGI Bonds ”);
(ii) interest on such moneys, obligations and liabilities (both before and after any demand or judgment), to the date on which PGI received payment at the rates and upon such terms as may from time to time be payable by Mr. Wu (or which would have been so payable but for the liquidation or other incapacity of the Mr. Wu) to PGI under the Subscription Agreement and the PGI Bonds; and
(iii) all reasonable expenses, fees, costs, charges and liabilities (including legal and other costs) on full indemnity basis howsoever payable by PGI under the said pledge agreements

On 29 May 2013, PGI executed a deed of release of such pledge of the whole amount of the PGI Pledged Bonds (i.e. a principal amount of HK$582 million of the Tranche 2 Bonds).

— 7 —

LETTER FROM THE BOARD

During the period from November 2009 to April 2011, an aggregate amount of HK$518 million of the Tranche 2 Bonds have been converted by Mr. Wu resulting the Tranche 2 Bonds having an outstanding principal amount of HK$582 million as at the Latest Practicable Date.

Pledge of Tranche 2 Bonds in favour of Kailuan

As disclosed in the May 2013 Announcement, pursuant to the Kailuan SP Agreement, Mr. Wu has agreed to pledge in favour of Kailuan the outstanding amount the Tranche 2 Bonds in order to secure (among other obligations) repayment by the Company to Kailuan of a prepayment (“ Kailuan Prepayment ”) in the sum of HK$220 million. On 29 May 2013, Mr. Wu executed the Bond Pledge in favour of Kailuan. The Bond Pledge is expected to be released by Kailuan after the Company’s repayment of the Kailuan Prepayment and the Company’s performance of other obligations under the Kailuan SP Agreement being 23 May 2014.

As mentioned above, the Automatic Conversion of the Tranche 2 Bonds will occur upon 31 October 2013. When it so takes place, it will constitute a breach by Mr. Wu of the provisions under the Bond Pledge which, in particular, Mr. Wu has undertaken (among others) he will not dispose of or otherwise deal with any of the Tranche 2 Bonds except as directed by or with the consent of Kailuan in writing.

Supplemental deed poll

In the light of the above, Mr. Wu requested the Company to extend the Maturity Date for the Tranche 2 Bonds to 31 October 2018. On 31 July 2013, the Company executed the Supplemental Deed, pursuant to which the Maturity Date of the Tranche 2 Bonds will be extended to 31 October 2018 (“ Maturity Date Extension ”), which shall become effective upon and only upon all the following conditions being satisfied:

(i) the compliance by the Company of (or, as the case may be, obtaining from the Stock Exchange of a waiver from) all requirement under the Listing Rules (including without limitation the obtaining of the approval from the Independent Shareholders in the SGM) as may be applicable in connection with the Supplemental Deed and the transactions contemplated thereunder;
(ii) the passing of an ordinary resolution by the holders of the outstanding Tranche 2 Bonds in accordance with the provisions of the Original Instrument for sanctioning the Maturity Date Extension; and
(iii) the approval from the Stock Exchange for the Maturity Date Extension and changes relating thereto (including but without limitation to the approval for the listing of and permission to deal in the Conversion Shares on the Stock Exchange which may be issued upon conversion of the Tranche 2 Bonds).

— 8 —

LETTER FROM THE BOARD

If any of the conditions set out above are not fulfilled on or before 31 October 2013, the Supplemental Deed shall cease and terminate. The Supplemental Deed is supplemental to the terms and conditions of the Tranche 2 Bonds and, save as expressly amended in the manner as mentioned above, all the provisions of the terms and conditions of the Tranche 2 Bonds shall remain in full force and effect. Shareholders and other investors or potential investors are advised to refer to Appendix I to this circular for a summary of the principal terms and conditions of the Tranche 2 Bonds.

In case that the Supplemental Deed fails to become effective for any reasons, the Maturity Date will be maintained on 31 October 2013. Upon such maturity of the Tranche 2 Bonds, as disclosed in page 5 of this circular, the Automatic Conversion will take place and there will not be any monetary repayment by the Company in relation to the Tranche 2 Bonds on the Maturity Date.

Reasons for the proposed Maturity Date Extension and the entering into of the Supplemental Deed

As mentioned above, if the Supplemental Deed has failed to become effective for any reasons and thus the Automatic Conversion takes place on the original Maturity Date, i.e. 31 October 2013, it will constitute a breach by Mr. Wu under the Bond Pledge, which may also result in an early repayment of the Kailuan Prepayment. The Kailuan Prepayment, if so required to be paid as early repayment on 31 October 2013, will be funded by its internal resources, raising additional funds from banks and other borrowings or other financing methods.

The Company has also considered giving monetary compensation to Kailuan as an alternative to the proposed Maturity Date Extension. However, such method will hamper the Company’s financial position, and the Company considers the proposed Maturity Date Extension is the better alternative in this regard. Other than the proposed Maturity Date Extension and the monetary compensation as mentioned above, the Company did not consider any other options.

Although the pledge of the Tranche 2 Bonds in favour of Kailuan will only be effective until 23 May 2014, the Company intends to develop a long term trading relationship with Kailuan and thus expects to renew the Kailuan SP Agreement upon its expiry. Therefore, the Company proposes to extend the Maturity Date for five years.

Although the Company has no obligation to repay any outstanding principal amount of the Tranche 2 Bonds on or after the Maturity Date, as mentioned above, the Automatic Conversion (if taking place on 31 October 2013) will constitute a breach by Mr. Wu of the provisions under the Bond Pledge which may lead to the Company’s early repayment of the Kailuan Prepayment. As such, the Directors (including the independent non-executive Directors after considering the advice of Aviate Beijing Capital) consider that the Maturity

— 9 —

LETTER FROM THE BOARD

Date Extension will allow the Company and Mr. Wu to comply with their obligations under the Kailuan SP Agreement (and its ancillary documents) and the terms and conditions of the Supplemental Deed (including the Maturity Date Extension) are fair and reasonable and are in the best interest of the Company and its Shareholders as a whole.

Application for approval of the Maturity Date Extension from the Stock Exchange

No application will be made for the listing of, or permission to deal in, the Tranche 2 Bonds on the Stock Exchange or any other stock exchange.

Under Rule 28.05 of the Listing Rules, any alterations in the terms of convertible debt securities after issue must be approved by the Stock Exchange, except where the alterations take effect automatically under the existing terms of such convertible debt securities. As such, the Company will apply to the Stock Exchange for its approval on the Maturity Date Extension as it will involve alteration in the terms of the Tranche 2 Bonds.

IMPACT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY AS A RESULT OF THE AUTOMATIC CONVERSION

As at the Latest Practicable Date, there were a total of 4,522,926,292 Shares in issue. The following table set out the shareholding structure of the Company (i) as at the Latest Practicable Date; (where the Maturity Date Extension does not take place) (ii) immediately after the occurrence of the Automatic Conversion on 31 October 2013 subject to the conversion restriction; and (iii) immediately after the occurrence of the Automatic Conversion in full on 31 October 2013 and thus the issue of the Shares to Mr. Wu, assuming no other change in the shareholding structure of the Company and no exercise of the share options granted under the share option scheme of the Company:

Directors: Mr. Wu_(Note 1) Gao Jianguo(Note 2) To Wing Tim, Paddy(Note 3) Li Baoqi(Note 4)_ Other public Shareholders: Total:	Existing shareholdings as at the Latest Practicable Date No. of Shares % 657,000,000 14.53 28,062,000 0.62 1,160,000 0.03 — — 3,836,704,292 84.82 4,522,926,292 100	Immediately after the occurrence of the Automatic Conversion on 31 October 2013 subject to the conversion restriction No. of Shares % 1,656,036,701 29.99 28,062,000 0.51 1,160,000 0.02 — — 3,836,704,292 69.48 5,521,962,993 100	Immediately after the occurrence of the Automatic Conversion in full on 31 October 2013 No. of Shares % 2,112,000,000 35.33 28,062,000 0.47 1,160,000 0.02 — — 3,836,704,292 64.18 5,977,926,292 100	Immediately after the occurrence of the Automatic Conversion in full on 31 October 2013 No. of Shares % 2,112,000,000 35.33 28,062,000 0.47 1,160,000 0.02 — — 3,836,704,292 64.18 5,977,926,292 100
				100

— 10 —

LETTER FROM THE BOARD

Notes:

(1) As at the Latest Practicable Date, Mr. Wu beneficially owned 657,000,000 Shares. The 657,000,000 Shares were pledged to Kailuan to secure the Kailuan Prepayment on 22 May 2013. Mr. Wu was also entitled to options (granted under the Company’s share option scheme) to subscribe for a maximum of 11,400,000 Shares upon exercise of the options in full.
(2) As at the Latest Practicable Date, Gao Jianguo, an executive Director, beneficially owned 28,062,000 Shares. He was also entitled to options (granted under the Company’s share option scheme) to subscribe for a maximum of 3,000,000 Shares upon exercise of the options in full.
(3) Among the 1,160,000 Shares held by To Wing Tim, Paddy (“Mr. To”), an independent non-executive Director, 300,000 Shares are held by Mr. To as beneficial owner and 860,000 Shares held by Ms. Leung Yuet Mei, the spouse of Mr. To. Accordingly, Mr. To is deemed to be interested in the said 1,160,000 Shares under Part XV of the SFO.
(4) As at the Latest Practicable Date, Li Baoqi, an executive Director, was entitled to options (granted under the Company’s share option scheme) to subscribe for a maximum of 12,000,000 Shares upon exercise of the options in full.

INFORMATION OF THE GROUP

The Group is principally engaged in trading of coke, coke production and coal-related ancillary business and property holding.

FUND RAISING ACTIVITIES BY THE COMPANY DURING THE PAST 12 MONTHS

The Company has not conducted any equity-fund raising activities in the past 12 months before the Latest Practicable Date.

LISTING RULE IMPLICATIONS

As Mr. Wu is a non-executive Director and a substantial Shareholder, he is a connected person of the Company under Rule 14A.11(1) of the Listing Rules. The entering into of the Supplemental Deed and the transaction contemplated thereunder (including the Maturity Date Extension) constitutes a connected transaction of the Company under the Listing Rules.

As the issue of the Tranche 2 Bonds to Mr. Wu (and the amendments to be made to the terms and conditions of the Original Instrument) does not fall into any exemption under Rule 14A.31(3) of the Listing Rules, the entering into of the Supplemental Deed and the transactions contemplated thereunder (including the Maturity Date Extension) are subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

— 11 —

LETTER FROM THE BOARD

Mr. Wu is beneficially interested in 657 million Shares (representing approximately 14.53% of the total issued share capital of the Company as at the Latest Practicable Date). Under the Listing Rules, he is required to abstain from voting on the proposed resolution to approve the transaction contemplated by the Supplemental Deed and the Maturity Date Extension at the SGM. To the best of the knowledge, information and belief of the Directors, save for Mr. Wu, no other Shareholders are required to abstain from voting on the resolution to be proposed at the SGM to approve the proposed Maturity Date Extension, the Supplemental Deed and the transactions contemplated thereunder.

Pursuant to the bye-laws of the Company, Mr. Wu had abstained from voting (and had not been counted in the quorum) on the Board resolutions approving the proposed Maturity Date Extension and the entering into of the Supplemental Deed.

SGM

The Company will convene the SGM to be held at Room 4205, 42nd Floor, Far East Finance Center, 16 Harcourt Road, Admiralty, Hong Kong at 2:30 p.m. on Tuesday, 15 October 2013 to consider and, if thought fit, approve, among other things, the proposed Maturity Date Extension, the entering into of the Supplemental Deed and the transactions contemplated thereby. A notice of the SGM is set out on pages 40 to 41 of this circular.

A form of proxy for use at the SGM is enclosed. Whether or not you are able to attend the meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and, in any event, so as to be received not less than 48 hours before the time appointed for the holding of the meeting. Completion and delivery of the form of proxy will not prevent you from attending and voting at the SGM if you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, the resolution proposed at the SGM will be taken by way of poll. An announcement on the poll results will be made by the Company after the SGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors believe that the proposed resolution as set out in the notice of the SGM are in the best interests of the Company and its Shareholders and so recommend you to vote in favour of the resolution at the SGM.

— 12 —

LETTER FROM THE BOARD

The Independent Board Committee whose members comprise all the independent nonexecutive Directors has been established to advise the Independent Shareholders as to whether the proposed Maturity Date Extension, the Supplemental Deed and the transactions contemplated thereby are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders as to how to vote. Your attention is drawn to the advice of the Independent Board Committee set out in its letter on page 14 to 15 of this circular. Your attention is also drawn to the letter of advice from Aviate Beijing Capital to the Independent Board Committee and the Independent Shareholders in respect of the proposed Maturity Date Extension, the Supplemental Deed and the transactions contemplated thereby set out on pages 16 to 30 of this circular.

The Independent Board Committee, having taken into account the advice of Aviate Beijing Capital, considers that the proposed Maturity Date Extension, the Supplemental Deed and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Independent Board Committee therefore recommends the Independent Shareholders to vote in favour of the ordinary resolution to approve the proposed Maturity Date Extension, the Supplemental Deed and the transactions contemplated thereunder at the SGM.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

Yours faithfully,

By order of the Board

HUSCOKE RESOURCES HOLDINGS LIMITED

Li Baoqi

Executive Director

— 13 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

==> picture [82 x 54] intentionally omitted <==

HUSCOKE RESOURCES HOLDINGS LIMITED 和嘉資源控股有限公司

(incorporated in Bermuda with limited liability)

(stock code: 704)

19 September 2013

To the Shareholders

Dear Sir,

CONNECTED TRANSACTION: PROPOSED AMENDMENTS TO THE TERMS AND CONDITIONS OF THE ZERO-COUPON CONVERTIBLE BONDS HAVING AN OUTSTANDING PRINCIPAL AMOUNT OF HK$582 MILLION IN AGGREGATE ORIGINALLY DUE 31 OCTOBER 2013

We refer to the circular issued by the Company to its shareholders and dated 19 September 2013 (“ Circular ”) of which this letter forms part. Terms defined in the Circular have the same meanings when used in this letter unless the context otherwise requires.

We have been appointed by the Board to consider the proposed Maturity Date Extension, the Supplemental Deed and the transactions contemplated thereunder as to whether, in our opinion, they are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Aviate Beijing Capital has been appointed as the independent financial adviser to advise us and the Independent Shareholders in this respect.

We wish to draw your attention to the letter from the Board and the letter from Aviate Beijing Capital as set out in the Circular. Having considered the reasons for and benefits of the proposed Maturity Date Extension as set out in the paragraph headed “Reasons for the proposed Maturity Date Extension and the entering into of the Supplemental Deed” in the “Letter from the Board” as contained in the Circular and the principal factors and reasons considered by, and the advice of, Aviate Beijing Capital as set out in its letter of advice, we consider that the proposed Maturity Date Extension, the Supplemental Deed

— 14 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, we would recommend the Independent Shareholders to vote in favour of the ordinary resolution to approve the proposed Maturity Date Extension, the Supplemental Deed and the transactions contemplated thereunder at the SGM.

Yours faithfully, for and on behalf of

Independent Board Committee

Mr. Lam Hoy Lee, Laurie Mr. Lau Ka Ho Mr. To Wing Tim, Paddy Independent non-executive Directors

— 15 —

LETTER FROM AVIATE BEIJING CAPITAL

The following is the full text of a letter of advice from Aviate Beijing Capital, the independent financial adviser to the Independent Board Committee and the Independent Shareholders, which has been prepared for the purpose of incorporation into this circular, setting out its advice to the Independent Board Committee and the Independent Shareholders in respect of the proposed Maturity Date Extension and the terms of the Supplemental Deed and the transactions contemplated thereunder.

==> picture [134 x 39] intentionally omitted <==

19th Floor China Hong Kong Tower 8 Hennessy Road Wanchai Hong Kong

19 September 2013

To the Independent Board Committee and the Independent Shareholders Huscoke Resources Holdings Limited Room 4205, Far East Finance Center 16 Harcourt Road Admiralty, Hong Kong

Dear Sir or Madam,

CONNECTED TRANSACTION:

PROPOSED AMENDMENTS TO THE TERMS AND CONDITIONS OF THE ZERO-COUPON CONVERTIBLE BONDS HAVING AN OUTSTANDING PRINCIPAL AMOUNT OF HK$582 MILLION IN AGGREGATE ORIGINALLY DUE 31 OCTOBER 2013

INTRODUCTION

We refer to our appointment as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the proposed Maturity Date Extension and the Supplemental Deed, details of which are set out in the “Letter from the Board” contained in the circular issued by the Company to its Shareholders dated 19 September 2013 (the “Circular”), of which this letter forms part. Terms used in this letter shall have the same meaning as defined in the Circular unless the context otherwise requires.

— 16 —

LETTER FROM AVIATE BEIJING CAPITAL

On 31 July 2013, the Company received a letter from Mr. Wu, requesting for extension of the Maturity Date for the Tranche 2 Bonds to 31 October 2018. On 31 July 2013, the Company entered into the Supplemental Deed, pursuant to which the Maturity Date of the Tranche 2 Bonds issued to Mr. Wu will, subject to the conditions precedent as contained in the Supplemental Deed being satisfied, be extended to the said date.

As Mr. Wu is a non-executive Director and a substantial Shareholder, he is a connected person of the Company under Rule 14A.11(1) of the Listing Rules. Accordingly, the entering into of the Supplemental Deed and the transaction contemplated thereunder (including the Maturity Date Extension) constitutes a connected transaction of the Company under the Listing Rules.

Mr. Wu is beneficially interested in 657 million Shares, representing approximately 14.53% of the total issued share capital of the Company as at the Latest Practicable Date. Under the Listing Rules, Mr. Wu is required to abstain from voting on the proposed resolution to approve the transaction contemplated by the Supplemental Deed and the Maturity Date Extension at the SGM. To the best of the knowledge, information and belief of the Directors, save for Mr. Wu, no other Shareholders are required to abstain from voting on the resolution to be proposed at the SGM to approve the proposed Maturity Date Extension, the Supplemental Deed and the transactions contemplated under thereby.

THE INDEPENDENT BOARD COMMITTEE

Mr. Lam Hoy Lee, Laurie, Mr. Lau Ka Ho and Mr. To Wing Tim, Paddy, the independent non-executive Directors, have been appointed as members of the Independent Board Committee to advise the Independent Shareholders as to whether the proposed Maturity Date Extension and the terms of the Supplemental Deed and the transactions contemplated thereunder are fair and reasonable so far as the Company and the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote. As the independent financial adviser, our role is to give an independent opinion to the Independent Board Committee and the Independent Shareholders in such regard.

— 17 —

LETTER FROM AVIATE BEIJING CAPITAL

BASIS OF OUR ADVICE

In formulating our recommendation, we have relied on (i) the information and facts contained or referred to in the Circular; (ii) the information supplied by the Company and its advisers; (iii) the opinions expressed by and the representations of the Directors and management of the Group; and (iv) our review of the relevant public information. We have assumed that all the information provided and representations and opinions expressed to us or contained or referred to in the Circular were true, accurate and complete in all respects at the date thereof and may be relied upon. We have no reason to doubt the truth, accuracy and completeness of such information and representations provided to us by the management of the Group, the Directors and the advisers of the Company. We have also sought and received confirmation from the Directors that no material facts have been withheld or omitted from the information provided and referred to in the Circular and that all information or representations regarding the Company and the proposed Maturity Date Extension and the Supplemental Deed provided to us by the Company and/or the Directors and the management of the Group are true, accurate, complete and not misleading in all respects at the time they were made and continued to be so until the date of the SGM.

We consider that we have reviewed sufficient information currently available to reach an informed view and to justify our reliance on the accuracy of the information contained in the Circular so as to provide a reasonable basis for our recommendation. We have not, however, carried out any independent verification of the information, nor have we conducted any form of in-depth investigation into the business, affairs, operations, financial position or future prospects of the Company or any of its subsidiaries and associates.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our recommendation in respect of the proposed Maturity Date Extension and the Supplemental Deed, we have taken into consideration the following factors and reasons:

1. Background for entering into the Supplemental Deed

Issue of the Tranche 2 Bonds by the Company to Mr. Wu

As disclosed in the announcements of the Company dated 24 January 2008, 19 May 2008 and 31 October 2008 respectively, the Tranche 2 Bonds were issued to Mr. Wu on 31 October 2008. As disclosed in the circular of the Company dated 20 March 2008, the maturity date of the Tranche 2 Bonds shall be the 5th anniversary

— 18 —

LETTER FROM AVIATE BEIJING CAPITAL

of the date of the first issue of such bonds, i.e. 31 October 2013. As at the Latest Practicable Date, the aggregate principal amount of the Tranche 2 Bonds was HK$582 million, which will (upon the conversion rights attaching thereto being exercised in full) be convertible into 1,455 million Shares. Assuming that (i) the Automatic Conversion will have taken place on the original Maturity Date; (ii) the number of Shares held by Mr. Wu is not changed from the Latest Practicable Date up to the original Maturity Date; and (iii) the number of issued Shares is not changed from the Latest Practicable Date up to the original Maturity Date, the shareholding of Mr. Wu will be increased to 35.33% of the enlarged issued share capital in the Company immediately after the Automatic Conversion.

Terms of the Tranche 2 Bonds

The principal terms of the Tranche 2 Bonds are summarised below:

Issuer

The Company

Principal amount

HK$1,100 million

Interest

The Tranche 2 Bonds shall accrue no interest.

Maturity Date

The 5th anniversary of the date of first issue of the Tranche 2 Bonds or, if that is not a business day, the first business day thereafter.

Conversion

The bondholder may at any time during the Conversion Period (as defined in the VSA Circular) convert the whole or part (in multiples of HK$1 million) of the principal amount of the Tranche 2 Bonds into new Shares at the conversion price of HK$0.40 per Conversion Share (the “Conversion Price”), provided that (i) no conversion rights attached to the Tranche 2 Bonds may be exercised, to the extent that following such exercise, a holder of the Tranche 2 Bonds and parties acting in

— 19 —

LETTER FROM AVIATE BEIJING CAPITAL

concert with it, taken together, will directly or indirectly, control or be interested in 30% or more of the entire issued Shares (or in such percentage of the issued share capital of the Company as may from time to time be specified in the Hong Kong Code on Takeovers and Mergers as being level for triggering a mandatory general offer); or (ii) no holder of the Tranche 2 Bonds shall exercise the conversion right attached to the Tranche 2 Bonds held by such holders if immediately after such conversion, the public float of the Shares fall below the minimum public float requirement stipulated under Rule 8.08 of the Listing Rules and as required by the Stock Exchange.

Save for the redemption as provided in the sale and purchase agreement dated 11 January 2008 entered into between the Company, Mr. Wu as vendor and Rich Key Enterprises Limited, a wholly-owned subsidiary of the Company as purchaser in relation to the acquisition of Pride Eagle Investments Limited and Joy Wisdom International Limited, any Tranche 2 Bonds which remain outstanding by 4:00 p.m. on the Maturity Date shall be converted automatically into the Conversion Shares, provided that there will not be any automatic conversion of the Tranche 2 Bonds on the Maturity Date, if such conversion will result in a bondholder and parties acting in concert with it, taken together, will directly or indirectly, control or be interested in 30% or more of the entire issued Shares.

Conversion Price

The Tranche 2 Bonds shall be converted at the Conversion Price, subject to adjustment as set out in the sub-paragraph headed”Adjustment to Conversion Price” below.

Adjustment to the Conversion Price

The Conversion Price is subject to adjustment upon the occurrence of, among other matter, subdivision or consolidation of the Shares, capitalization issues, rights issues and the grant to the Shareholders of options, warrants or other rights to subscribe for or purchase any Shares, which adjustments shall where relevant, be certified by an approved merchant banker or the auditors of the Company.

Ranking

The Conversion Shares, when allotted and issued, will rank pari passu in all respects with all existing Shares in issue on the date of allotment and issue of such Conversion Shares.

— 20 —

LETTER FROM AVIATE BEIJING CAPITAL

Transferability

The Tranche 2 Bonds are freely transferable, provided that where the Tranche 2 Bonds are intended to be transferable to a connected person (as defined in the Listing Rules) of the Company (other than the associates of the bondholder) such transfer shall comply with the requirements under the Listing Rules and/or requirements imposed by the Stock Exchange, if any.

Voting rights

The Tranche 2 Bonds do not confer any voting rights at any meetings of the Company.

Listing

The Tranche 2 Bonds will not be listed on the Stock Exchange or any other stock exchange. Application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares.

In view of the potential dilution effect upon exercise of the conversion rights attaching to the Tranche 2 Bonds, the Company is required to disclose by way of announcement all relevant details of the conversion of the Tranche 2 Bonds in the following manner:

(i) the Company will make a monthly announcement (“Monthly Announcement”) on the website of the Stock Exchange. Such announcement will be made on or before the fifth business day following the end of each calendar month and will include the following details in a table form:
(a) whether there is any conversion of the Tranche 2 Bonds during the relevant month. If there is a conversion, details thereof including the conversion date, number of new Shares issued and conversion price for each conversion. If there is no conversion during the relevant month, a negative statement to that effect;
(b) the amount of outstanding Tranche 2 Bonds after the conversion, if any;
(c) the total number of Shares issued pursuant to other transactions during the relevant month, including Shares issued pursuant to exercise of options under any share option scheme(s) of the Company; and
(d) the total issued share capital of the Company as at the commencement and the last day of the relevant month;

— 21 —

LETTER FROM AVIATE BEIJING CAPITAL

(ii) in addition to the Monthly Announcement, if the cumulative amount of the Conversion Shares issued pursuant to the conversion of the Tranche 2 Bonds reaches 5% of the issued share capital of the Company as disclosed in the last Monthly Announcement or any subsequent announcement made by the Company in respect of the Tranche 2 Bonds (as the case may be) (and thereafter in a multiple of such 5% threshold), the Company will make an announcement on the website of the Stock Exchange including details as stated in (i) above for the period commencing from the date of the last Monthly Announcement or any subsequent announcement made by the Company in respect of the Tranche 2 Bonds (as the case may be) up to the date on which the total amount of Shares issued pursuant to the conversion amounted to 5% of the issued share capital of the Company as disclosed in the last Monthly Announcement or any subsequent announcement made by the Company in respect of the Tranche 2 Bonds (as the case may be); and
(iii) if the Company forms the view that any issue of Conversion Shares will trigger the disclosure requirements under Rule 13.09 of the Listing Rules, then the Company is obliged to make such disclosure regardless of the issue of any announcements in relation to the Tranche 2 Bonds as mentioned in (i) and (ii) above.

Conversion history of the Tranche 2 Bonds:

			Principal	Outstanding
			amount of	principal
			Tranche 2	amount of
		Number of new	Bonds	Tranche 2
Date	Events	Shares issued	converted	Bonds
			(HK$)	(HK$)
31 October 2008	Issuance of	—	—	1,100,000,000
	Tranche 2 Bonds
2 November 2009	Conversion of	100,000,000	40,000,000	1,060,000,000
	Tranche 2 Bonds
23 December 2009	Conversion of	100,000,000	40,000,000	1,020,000,000
	Tranche 2 Bonds
08 January 2010	Conversion of	77,500,000	31,000,000	989,000,000
	Tranche 2 Bonds

— 22 —

LETTER FROM AVIATE BEIJING CAPITAL

			Principal	Outstanding
			amount of	principal
			Tranche 2	amount of
		Number of new	Bonds	Tranche 2
Date	Events	Shares issued	converted	Bonds
			(HK$)	(HK$)
5 February 2010	Conversion of	50,000,000	20,000,000	969,000,000
	Tranche 2 Bonds
14 April 2010	Conversion of	500,000,000	200,000,000	769,000,000
	Tranche 2 Bonds
7 May 2010	Conversion of	87,500,000	35,000,000	734,000,000
	Tranche 2 Bonds
14 July 2010	Conversion of	200,000,000	80,000,000	654,000,000
	Tranche 2 Bonds
26 January 2011	Conversion of	150,000,000	60,000,000	594,000,000
	Tranche 2 Bonds
13 April 2011	Conversion of	30,000,000	12,000,000	582,000,000
	Tranche 2 Bonds

The Tranche 2 Bonds are constituted and governed by the Original Instrument dated 16 May 2008 and executed by the Company. Under the Original Instrument, any Tranche 2 Bonds which remain outstanding by 4:00 p.m. on the Maturity Date shall be converted automatically into the Conversion Shares, provided that there will not be any such automatic conversion on the Maturity Date, if such conversion will result in a bondholder and parties acting in concert with it, taken together, will directly or indirectly, control or be interested in 30% or more of the entire issued Shares. Those Tranche 2 Bonds which cannot be converted due to the above restriction shall remain outstanding on and after the Maturity Date but the holder of the Tranche 2 Bonds is not entitled to demand for repayment in relation to any outstanding Tranche 2 Bonds. Therefore, in any event, there will not be any monetary repayment by the Company in relation to the Tranche 2 Bonds on the Maturity Date.

— 23 —

LETTER FROM AVIATE BEIJING CAPITAL

In May 2010 and February 2012, in connection with the issue of certain convertible bonds by the Company to Passion Giant Investment Limited (“PGI”) for the financing of Coke Processing Assets Acquisition (as defined in the Company’s announcement dated 6 May 2010) from Xiaoyi City Golden Rock Electricity Coal Chemical Company Limited, Mr. Wu pledged (among other collaterals) part of the Tranche 2 Bonds to PGI. On 29 May 2013, PGI executed a deed of release of such pledge of the whole amount of the PGI Pledged Bonds (i.e. a principal amount of HK$582 million of the Tranche 2 Bonds).

Pledge of Tranche 2 Bonds in favour of Kailuan

As disclosed in the announcement of the Company dated 23 May 2013, pursuant to the Kailuan SP Agreement, Mr. Wu has agreed to pledge in favour of Kailuan the outstanding amount of the Tranche 2 Bonds in order to secure (among other obligations) repayment by the Company to Kailuan of the Kailuan Prepayment in the sum of HK$220 million. On 29 May 2013, Mr. Wu executed the Bond Pledge in favour of Kailuan. The Bond Pledge is expected to be released by Kailuan after the Company’s repayment of the Kailuan Prepayment and the Company’s performance of other obligations under the Kailuan SP Agreement being 23 May 2014.

In the absence of the Maturity Date Extension, the Automatic Conversion of the Tranche 2 Bonds will occur upon 31 October 2013. When it so takes place, it will constitute a breach by Mr. Wu of the provisions under the Bond Pledge which, in particular, Mr. Wu has undertaken, among other things, he will not dispose of or otherwise deal with any of the Tranche 2 Bonds except as directed by or with the consent of Kailuan in writing.

2. Principal terms of the Supplemental Deed

In light of the above, Mr. Wu requested the Company to extend the Maturity Date for the Tranche 2 Bonds to 31 October 2018. On 31 July 2013, the Company executed the Supplemental Deed, pursuant to which the Maturity Date of the Tranche 2 Bonds will be extended to 31 October 2018, which shall become effective upon and only upon all the following conditions being satisfied:

(i) the compliance by the Company of (or, as the case may be, obtaining from the Stock Exchange of a waiver from) all requirement under the Listing Rules (including without limitation the obtaining of the approval from the Independent Shareholders in the SGM) as may be applicable in connection with the Supplemental Deed and the transactions contemplated thereby;

— 24 —

LETTER FROM AVIATE BEIJING CAPITAL

(ii) the passing of an ordinary resolution by the holders of the outstanding Tranche 2 Bonds in accordance with the provisions of the Original Instrument for sanctioning the Maturity Date Extension; and
(iii) the approval from the Stock Exchange for the Maturity Date Extension and changes relating thereto (including but without limitation to the approval for the listing of and permission to deal in the Conversion Shares on the Stock Exchange which may be issued upon conversion of the Tranche 2 Bonds).

If any of the above conditions are not fulfilled on or before 31 October 2013, the Supplemental Deed shall cease and terminate. The Supplemental Deed is supplemental to the terms and conditions of the Tranche 2 Bonds and, save as expressly amended in the manner as mentioned above, all the provisions of the terms and conditions of the Tranche 2 Bonds shall remain in full force and effect.

3. Reasons for entering into the Supplemental Deed

As set out in the Letter from the Board and mentioned above, the Tranche 2 Bonds will mature on 31 October 2013 unless further extended. If the Supplemental Deed fails to become effective for any reasons and thus the Automatic Conversion takes place on the original Maturity Date, i.e. 31 October 2013, it will constitute a breach by Mr. Wu of the provisions under the Bond Pledge, which may also result in an early repayment of the Kailuan Prepayment. The Company has also considered giving monetary compensation to Kailuan as an alternative to the proposed Maturity Date Extension. However, such method will hamper the Company’s financial position, and the Company considers the proposed Maturity Date Extension is a better alternative in this regard. Other than the proposed Maturity Date Extension and the monetary compensation as mentioned above, the Company did not consider any other options. The Directors consider that the Maturity Date Extension will allow the Company and Mr. Wu to comply with their obligations under the Kailuan SP Agreement (and its ancillary documents) and the terms and conditions of the Supplemental Deed (including the Maturity Date Extension) are fair and reasonable and are in the best interest of the Company and its Shareholders as a whole.

We have reviewed the principal terms of the Kailuan SP Agreement. Pursuant to the Kailuan SP Agreement, Mr. Wu has agreed to pledge in favour of Kailuan the outstanding amount of the Tranche 2 Bonds in order to secure (among other obligations) repayment by the Company to Kailuan of a prepayment in the sum of HK$220 million. The Bond Pledge is expected to be released by Kailuan after the Company’s repayment of the Kailuan Prepayment and the Company’s performance

— 25 —

LETTER FROM AVIATE BEIJING CAPITAL

of other obligations under the Kailuan SP Agreement by 23 May 2014. In the event that the original Maturity Date is not extended and the Automatic Conversion be taken place, it will constitute a breach by Mr. Wu of the provisions under the Bond Pledge, in particular, Mr. Wu has undertaken (among others) he will not dispose of or otherwise deal with any of the Tranche 2 Bonds except as directed by or with the consent of Kailuan in writing. If Mr. Wu is in breach of the provisions of the Bond Pledge, Kailuan has the right to enforce the Bond Pledge and request the Company to repay the Kailuan Prepayment under the Kailuan SP Agreement.

As advised by the management of the Company, although the Bond Pledge will only be in effect until 23 May 2014, the maturity date of the Tranche 2 Bonds is proposed to be extended for five years as the Company intends to develop a long term trading relationship with Kailuan. The Company has entered into annual contract with Kailuan and expects to renew the contract upon its expiry which it considers to be in line with business practice. Depending on the financial position of the Company, the Company and Mr. Wu may extend the Bond Pledge in coming years and thus the proposed Maturity Date Extension will be up to 31 October 2018 instead of extension for one year only.

Based on the reasons for and basis in determining the length of the proposed Maturity Date Extension as stated above, we have discussed with the Company and are given to understand that the Company has long term relationship with most of its business partners in trading of coke business. The Company intends to build up a long term relationship with Kailuan since the entering into the Kailuan SP Agreement. The Company considers that the annual amount of coke to be supplied to Kailuan pursuant to the Kailuan SP Agreement represents a significant amount of the total coke production capacity of the Company, which implies that the Company would like to continue to cooperate with Kailuan and maintain a long term relationship with Kailuan in order to secure the sales of coke of the Company.

According to the unaudited consolidated statement of financial position of the Company as at 30 June 2013, the Group recorded net current liabilities of approximately HK$325.4 million and had a current ratio of 0.68 as at 30 June 2013. The Company had current assets of approximately HK$682.2 million as at 30 June 2013 which mainly comprised prepayments, deposits and other receivables of approximately HK$276.6 million, trade and bills receivables of approximately HK$177.6 million, inventories of approximately HK$116 million and cash and cash equivalents of approximately HK$37.7 million. The current liabilities of the Company of approximately HK$1,007.6 million as at 30 June 2013 included other payables and accruals of approximately HK$549.5 million, trade and bills payables

— 26 —

LETTER FROM AVIATE BEIJING CAPITAL

of approximately HK$336.4 million and interest-bearing bank and other borrowings of approximately HK$121.6 million. If the Supplemental Deed failed to become effective for any reasons, the Company may need to repay, at the request of Kailuan, the Kailuan Prepayment by its internal resources and raise additional funds from banks and other borrowings or other financing methods in order to release the Bond Pledge and to comply with the provisions under the Bond Pledge pursuant to the Kailuan SP Agreement. Accordingly, the Group may expose to higher liquidity risk. We have discussed with the Company and were given to understand that although Kailuan has the right to enforce the Bond Pledge and request the Company to repay the Kailuan Prepayment under the Kailuan SP Agreement if the Maturity Date Extension could not be extended, the Company and Kailuan have a mutual understanding that Kailuan would not request for an early repayment of the Kailuan Prepayment if there is a breach of the Bond Pledge by Mr. Wu as a result of the Automatic Conversion. Notwithstanding the above, the Board considers that the proposed Maturity Date Extension is a reasonable measure to prevent Mr. Wu from default on his obligations under the Kailuan SP Agreement.

Having considered the analysis above, we concur with the Directors that Mr. Wu would be in breach of the provisions of the Bond Pledge and Kailuan has the right to enforce the Bond Pledge and request the Company to repay the Kailuan Prepayment under the Kailuan SP Agreement if the Maturity Date Extension could not be extended. This would expose the Company to higher liquidity risk. Given that the proposed Maturity Date Extension will pose no significant financial impact to the Group, we concur with the Company and are of the view that the proposed Maturity Date Extension for five years would allow greater flexibility for the Company to decide whether to extend the Bond Pledge in future depending on the then financial position of the Company, and the terms of the Supplemental Deed are fair and reasonable and in the interest of the Company and its Shareholders as a whole.

4. Potential dilution effect to the Shareholders

As at the Latest Practicable Date, there were a total of 4,522,926,292 Shares in issue. The following table set out the shareholding structure of the Company (i) as at the Latest Practicable Date; (ii) immediately after the occurrence of the Automatic Conversion on 31 October 2013 subject to the conversion restriction (i.e. where the Maturity Date Extension does not take place); and (iii) immediately after the occurrence of the Automatic Conversion in full on 31 October 2013 (i.e. where the

— 27 —

LETTER FROM AVIATE BEIJING CAPITAL

Maturity Date Extension does not take place) and thus the issue of the Shares to Mr. Wu, assuming no other change in the shareholding structure of the Company and no exercise of the share options granted under the share option scheme of the Company:

Directors Mr. Wu_(Note 1) Gao Jianguo(Note 2) To Wing Tim, Paddy (Note 3) Li Baoqi(Note 4)_ Other public Shareholders Total	Existing shareholdings as at the Latest Practicable Date No. of Shares % 657,000,000 14.53 28,062,000 0.62 1,160,000 0.03 — — 3,836,704,292 84.82 4,522,926,292 100.00	Immediately after the occurrence of the Automatic Conversion on 31 October 2013 subject to the conversion restriction No. of Shares % 1,656,036,701 29.99 28,062,000 0.51 1,160,000 0.02 — — 3,836,704,292 69.48 5,521,962,993 100.00	Immediately after the occurrence of the Automatic Conversion in full on 31 October 2013 No. of Shares % 2,112,000,000 35.33 28,062,000 0.47 1,160,000 0.02 — — 3,836,704,292 64.18 5,977,926,292 100.00	Immediately after the occurrence of the Automatic Conversion in full on 31 October 2013 No. of Shares % 2,112,000,000 35.33 28,062,000 0.47 1,160,000 0.02 — — 3,836,704,292 64.18 5,977,926,292 100.00
				100.00

Notes:

(1) As at the Latest Practicable Date, Mr. Wu beneficially owned 657,000,000 Shares. The 657,000,000 Shares were pledged to Kailuan to secure the Kailuan Prepayment on 22 May 2013. Mr. Wu was also entitled to options (granted under the Company’s share option scheme) to subscribe for a maximum of 11,400,000 Shares upon exercise of the options in full.
(2) As at the Latest Practicable Date, Gao Jianguo, an executive Director, beneficially owned 28,062,000 Shares. He was also entitled to options (granted under the Company’s share option scheme) to subscribe for a maximum of 3,000,000 Shares upon exercise of the options in full.
(3) Among the 1,160,000 Shares held by To Wing Tim, Paddy (“Mr. To”), an independent nonexecutive Director, 300,000 Shares are held by Mr. To as beneficial owner and 860,000 Shares are held by Ms. Leung Yuet Mei, the spouse of Mr. To. Accordingly, Mr. To is deemed to be interested in the said 1,160,000 Shares under Part XV of the SFO.
(4) As at the Latest Practicable Date, Li Baoqi, an executive Director, was entitled to options (granted under the Company’s share option scheme) to subscribe for a maximum of 12,000,000 Shares upon exercise of the options in full.

— 28 —

LETTER FROM AVIATE BEIJING CAPITAL

The shareholding table above is for illustrative purposes only as the provisions in the Original Instrument do not allow the conversion of the Tranche 2 Bonds if such conversion will result in a bondholder and parties acting in concert with it, taken together, will directly or indirectly, control or be interested in 30% or more of the entire issued Shares. As illustrated in the above table, upon full conversion of the Tranche 2 Bonds after the Automatic Conversion, the shareholding interests of the public Shareholders would be diluted from 84.82% to 64.18%. We are of the view that the proposed Maturity Date Extension could delay the potential dilution effect to the public Shareholders and is in the interest of the Independent Shareholders.

5. Financial impact of the Supplemental Deed

We have reviewed the principal terms of the Original Instrument, we noted that the Tranche 2 Bonds is non-interest bearing. According to the terms of the Original Instrument, any Tranche 2 Bonds which remain outstanding by 4:00 p.m. on the Maturity Date shall be converted automatically into the Conversion Shares, provided that there will not be any such automatic conversion on the Maturity Date, if such conversion will result in a bondholder and parties acting in concert with it, taken together, will directly or indirectly, control or be interested in 30% or more of the entire issued Shares. Any such Tranche 2 Bonds not converted into Conversion Shares due to the above restriction will remain outstanding on and after the Maturity Date but the bondholder is not entitled to demand for repayment of (and thus the Company has no obligation to repay) any outstanding principal amount of the Tranche 2 Bonds on or after the Maturity Date. In addition, the outstanding Tranche 2 Bonds do not carry any interest, the Company will not incur any additional financial costs in respect of the Tranche 2 Bonds for the next five years under the proposed Maturity Date Extension. As such, the entering into the Supplemental Deed presents no cash outflow to the Group and will pose no significant financial impact to the Group.

In light of the above, we consider that in the absence of the Maturity Date Extension, the Automatic Conversion of the Tranche 2 Bonds will take place on 31 October 2013. Although the Company has no obligation to repay any outstanding principal amount of the Tranche 2 Bonds on or after the Maturity Date, it will constitute a breach by Mr. Wu of the provisions under the Bond Pledge and as a result Kailuan has the right to enforce the Bond Pledge and request the Company to repay the Kailuan Prepayment under the Kailuan SP Agreement. Having considered that the proposed Maturity Date Extension will allow the Company and Mr. Wu to comply with their obligations under the Kailuan SP Agreement (and its ancillary documents) and pose no significant financial impact to the Group, we are of the view that the proposed Maturity Date Extension is in the interest of the Company and its Shareholders as a whole.

— 29 —

LETTER FROM AVIATE BEIJING CAPITAL

RECOMMENDATION

Taking into account the above principal factors and analysis, including (i) the background of and reasons for entering into the Supplemental Deed; (ii) the proposed Maturity Date Extension could delay the potential dilution effect to the public Shareholders; and (iii) the entering into the Supplemental Deed will pose no significant financial impact to the Group, we are of the opinion that the proposed Maturity Date Extension and the terms of the Supplemental Deed are on normal commercial terms and in the ordinary and usual course of business of the Company, fair and reasonable so far as the Independent Shareholders are concerned 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 vote in favour of the resolution to be proposed at the SGM to approve the proposed Maturity Date Extension and the Supplemental Deed and the transactions contemplated thereunder.

Yours faithfully, For and on behalf of

Aviate Beijing Capital Limited Phoebe Wong Director

— 30 —

SUMMARY OF THE PRINCIPAL TERMS OF THE TRANCHE 2 BONDS

APPENDIX I

The principal terms of the Tranche 2 Bonds are summarised below:

ISSUER

The Company

PRINCIPAL AMOUNT

HK$1,100 million

INTEREST

The Tranche 2 Bonds shall accrue no interest.

ORIGINAL MATURITY DATE

The 5th anniversary of the date of the first issue of the Tranche 2 Bonds (i.e. 31 October 2013).

CONVERSION

The bondholder may at any time during the Conversion Period (as defined in the VSA Circular) convert the whole or part (in multiples of HK$1 million) of the principal amount of the Tranche 2 Bonds into new Shares at the conversion price (being an initial conversion price of HK$0.40 per Conversion Share subject to adjustments pursuant to the terms of the Tranche 2 Bonds), provided that (i) no conversion rights attached to the Tranche 2 Bonds may be exercised, to the extent that following such exercise, a holder of the Tranche 2 Bonds and parties acting in concert with it, taken together, will directly or indirectly, control or be interested in 30% or more of the entire issued Shares (or in such percentage of the issued share capital of the Company as may from time to time be specified in the Hong Kong Code on Takeovers and Mergers as being level for triggering a mandatory general offer); and (ii) no holder of the Tranche 2 Bonds shall exercise the conversion right attached to the Tranche 2 Bonds held by such holders if immediately after such conversion, the public float of the Shares fall below the minimum public float requirement stipulated under Rule 8.08 of the Listing Rules and as required by the Stock Exchange.

— 31 —

SUMMARY OF THE PRINCIPAL TERMS OF THE TRANCHE 2 BONDS

APPENDIX I

be converted automatically into the Conversion Shares, provided that there will not be any automatic conversion of the Tranche 2 Bonds on the Maturity Date, if such conversion will result in a bondholder and parties acting in concert with it, taken together, will directly or indirectly, control or be interested in 30% or more of the entire issued Shares.

CONVERSION PRICE

The Tranche 2 Bonds shall be converted at the Conversion Price of HK$0.40 per Conversion Share, subject to adjustment as set out in the sub-paragraph headed “Adjustment to Conversion Price” below.

ADJUSTMENT TO THE CONVERSION PRICE

RANKING

The Conversion Shares, when allotted and issued, will rank pari passu in all respects with all existing Shares in issue on the date of allotment and issue of such Conversion Shares.

TRANSFERABILITY

The Tranche 2 Bonds are freely transferable, provided that where the Tranche 2 Bonds are intended to be transferable to a connected person (as defined in the Listing Rules) of the Company (other than the Associates of the bondholder) such transfer shall comply with the requirements under the Listing Rules and/or requirements imposed by the Stock Exchange, if any.

VOTING RIGHTS

The Tranche 2 Bonds do not confer any voting rights at any meetings of the Company.

LISTING

— 32 —

SUMMARY OF THE PRINCIPAL TERMS OF THE TRANCHE 2 BONDS

APPENDIX I

(i) the Company will make a monthly announcement (“Monthly Announcement”) on the website of the Stock Exchange. Such announcement will be made on or before the fifth business day following the end of each calendar month and will include the following details in a table form:
(a) whether there is any conversion of the Tranche 2 Bonds during the relevant month. If there is a conversion, details thereof including the conversion date, number of new Shares issued and conversion price for each conversion. If there is no conversion during the relevant month, a negative statement to that effect;
(b) the amount of outstanding Tranche 2 Bonds after the conversion, if any;
(c) the total number of Shares issued pursuant to other transactions during the relevant month, including Shares issued pursuant to exercise of options under any share option scheme(s) of the Company; and
(d) the total issued share capital of the Company as at the commencement and the last day of the relevant month;
(ii) in addition to the Monthly Announcement, if the cumulative amount of the Conversion Shares issued pursuant to the conversion of the Tranche 2 Bonds reaches 5% of the issued share capital of the Company as disclosed in the last Monthly Announcement or any subsequent announcement made by the Company in respect of the Tranche 2 Bonds (as the case may be) (and thereafter in a multiple of such 5% threshold), the Company will make an announcement on the website of the Stock Exchange including details as stated in (i) above for the period commencing from the date of the last Monthly Announcement or any subsequent announcement made by the Company in respect of the Tranche 2 Bonds (as the case may be) up to the date on which the total amount of Shares issued pursuant to the conversion amounted to 5% of the issued share capital of the Company as disclosed in the last Monthly Announcement or any subsequent announcement made by the Company in respect of the Tranche 2 Bonds (as the case may be); and
(iii) if the Company forms the view that any issue of Conversion Shares will trigger the disclosure requirements under Rule 13.09 of the Listing Rules, then the Company is obliged to make such disclosure regardless of the issue of any announcements in relation to the Tranche 2 Bonds as mentioned in (i) and (ii) above.

— 33 —

GENERAL INFORMATION

APPENDIX II

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 matters the omission of which would make any statement herein or this circular misleading.

2. SHARE CAPITAL

As at the Latest Practicable Date, the authorised and issued share capital of the Company are as follows:

Authorised:

Shares HK$

20,000,000,000 ordinary shares of HK$0.10 each 2,000,000,000.00

Issued and fully paid:

Shares HK$ 4,522,926,292 ordinary shares of HK$0.10 each 452,292,629.20

All the existing issued Shares rank pari passu in all respects including all rights as to dividends, voting and return of capital.

3. DISCLOSURE OF INTERESTS

(a) Director’s and chief executive’s interests in the Company

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executive of the Company in the shares, underlying shares or debentures of the Company or 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 interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) were required, pursuant to section 352 of the SFO, to be entered in the register referred to

— 34 —

GENERAL INFORMATION

APPENDIX II

therein; or (iii) were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, were as follows:

Long positions in the Shares

			Percentage of
			the Company’s
		Number of	existing issued
Name of Director	Note	Shares held	share capital (%)
Mr. Wu	(a)	657,000,000	14.53
Gao Jianguo	(b)	28,062,000	0.62
To Wing Tim, Paddy	(c)	1,160,000	0.03

Long positions in the underlying Shares

			Percentage of
			the Company’s
		Number of	existing issued
Name of Director	Note	Shares held	share capital (%)
Mr. Wu	(a)	1,466,400,000	32.42
Gao Jianguo	(b)	3,000,000	0.07
Li Baoqi	(d)	12,000,000	0.27

Short positions in the underlying Shares

Percentage of the Company’s Number of existing issued Name of Director Note Shares held share capital (%) Mr. Wu (a) 1,455,000,000 32.17

— 35 —

GENERAL INFORMATION

APPENDIX II

Note:

(a) As at the Latest Practicable Date, Mr. Wu beneficially owned 657,000,000 Shares. The 657,000,000 Shares were pledged to Kailuan to secure the Kailuan Prepayment on 22 May 2013. He was also interested in the Tranche 2 Bonds which were convertible into 1,455,000,000 Shares and was entitled to options (granted under the Company’s share option scheme) to subscribe for a maximum of 11,400,000 Shares upon exercise of the options in full.
(b) As at the Latest Practicable Date, Gao Jianguo was the executive Director and Chairman of the Company, who beneficially owned 28,062,000 Shares. He was also entitled to options (granted under the Company’s share option scheme) to subscribe for a maximum of 3,000,000 Shares upon exercise of the options in full.
(c) Among these Shares in which To Wing Tim, Paddy (“Mr. To”) has interest, 300,000 Shares are held by Mr. To (an independent non-executive Director) as beneficial owner while 860,000 Shares are held by Ms. Leung Yuet Mei, the spouse of Mr. To. Accordingly, Mr. To is deemed interested in such 860,000 Shares as well under the SFO.
(d) As at the Latest Practicable Date, Li Baoqi, an executive Director was entitled to share options to subscribe for a maximum of 12,000,000 Shares upon exercise of the options in full.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors nor the chief executive of the Company had or was deemed to have any interests and short positions in the shares, underlying shares or debentures of the Company or 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 interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules.

As at the Latest Practicable Date, none of the Director was a director or an employee of a company which had an interest or short in the Shares and underlying Shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

— 36 —

GENERAL INFORMATION

APPENDIX II

(b) Substantial shareholders

As at the Latest Practicable Date, the interests and short positions of each person, other than a Director or chief executive of the Company, in the Shares or underlying Shares of the Company which had been notified to the Company and the Stock Exchange pursuant to Divisions 2 and 3 of Part XV of the SFO (including interests and short positions in which they were taken or deemed to have under such provisions of the SFO), or which were recorded in the register kept by the Company under section 336 of the SFO, were as follows:

Long positions in the underlying Shares

			Percentage
			of the
			Company’s
		Number of	existing
Name of		underlying	issued share
Shareholder	Nature of interest	Shares held	capital (%)
Kailuan	Beneficial owner	2,842,000,000	62.84%
	(Note a)
Kailuan (Group)	Interest in controlled	2,842,000,000	62.84%
Limited	corporation_(Note b)_
Kailuan (Hong Kong)	Interest in controlled	2,842,000,000	62.84%
Co., Limited	corporation_(Note b)_
Rontac Investment	Interest in controlled	2,842,000,000	62.84%
Company Limited	corporation_(Note b)_
Rontac Resources	Interest in controlled	2,842,000,000	62.84%
Company Limited	corporation_(Note b)_

Notes:

(a) As at the Latest Practicable Date, Mr. Wu had pledged his interests in 657,000,000 Shares and interests in convertible bonds in the aggregate principle amount of HK$582,000,000 which were convertible into 1,455,000,000 Shares to Kailuan. Certain individual minority Shareholders have pledged their interests in 730,000,000 Shares in aggregate to Kailuan.
(b) Kailuan is owned by Kailuan (Hong Kong) Co., Limited as to 51% and Rontac Resources Company Limited as to 40% which Kailuan (Hong Kong) Co., Limited is owned by Kailuan (Group) Limited as to 51% and Rontac Resources Company Limited is owned by Rontac Investment Company Limited as to 33.33%.

— 37 —

GENERAL INFORMATION

APPENDIX II

Save as disclosed above, as at the Latest Practicable Date, so far as is known to the Directors or chief executive of the Company, no person (other than a Director or chief executive of the Company) had an interest or short position in the Shares or underlying Shares of the Company which had been notified to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO.

4. SERVICE AGREEMENTS

As at the Latest Practicable Date, none of the Directors had entered into or proposed to enter into a service contract with any member of the Group which was not determinable by the employer within one year without payment of compensation (other than statutory compensation).

5. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2012, being the date to which the latest published audited financial statements of the Group were made up.

6. COMPETING INTEREST

As at the Latest Practicable Date, none of the Directors or, so far as is known to them, their respective associates was interested in any business apart from Group’s business, which competed or was likely to compete, either directly or indirectly, with the business of the Group.

7. INTEREST IN CONTRACTS AND ASSETS

As at the Latest Practicable Date, other than the Supplemental Deed which Mr. Wu (being a Director) is interested in, none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group subsisting at the Latest Practicable Date, and which was significant in relation to the business of the Group.

As at the Latest Practicable Date, none of the Directors had any interest, direct or indirect, in any assets which had been, since 31 December 2012, the date to which the latest published audited financial statements of the Company were made up, acquired or disposed of by or leased to any member of the Group or were proposed to be acquired or disposed of by or leased to any member of the Group.

— 38 —

GENERAL INFORMATION

APPENDIX II

8. QUALIFICATION AND CONSENT OF EXPERT

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

Name

Qualification

Aviate Beijing Capital

a corporation licensed to carry on Type 6 (advising on corporate finance) regulated activity under the SFO, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders

As at the Latest Practicable Date, Aviate Beijing Capital did not have any direct or indirect shareholdings in any member of the Group, or any right to subscribe for or to nominate persons to subscribe for shares in any member of the Group, or any interests, directly or indirectly, in any assets which had been acquired by, disposed of by or leased to or which were proposed to be acquired by, disposed of by or leased to any member of the Group.

Aviate Beijing Capital has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its statements and reference to its name in the form and context in which they are respectively included.

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the Supplemental Deed are available for inspection at the office of the Company at Room 4205, Far East Finance Center, 16 Harcourt Road, Admiralty, Hong Kong, during normal business hours from the date of this circular up to and including the date of the SGM.

10. MISCELLANEOUS

This circular has been printed in English and Chinese. In the event of any inconsistency, the English text of this circular shall prevail over its Chinese text.

— 39 —

NOTICE OF SGM

==> picture [82 x 54] intentionally omitted <==

HUSCOKE RESOURCES HOLDINGS LIMITED 和嘉資源控股有限公司

(incorporated in Bermuda with limited liability)

(stock code: 704)

NOTICE IS HEREBY GIVEN that a special general meeting of Huscoke Resources Holdings Limited (“ Company ”) will be held at Room 4205, 42nd Floor, Far East Finance Center, 16 Harcourt Road, Admiralty, Hong Kong on Tuesday, 15 October 2013 at 2:30 p.m. for the purpose of considering and, if thought fit, passing (with or without modifications) the following resolution of the Company:

ORDINARY RESOLUTION

“ THAT

(a) the form and substance of the Supplemental Deed dated 31 July 2013 (as defined in the Company’s circular (“ Circular ”) dated 19 September 2013 of this notice of special general meeting forms part) be and are hereby approved, and their signing by a director of the Company (“ Director ”) on behalf of the Company be and is hereby approved, ratified and confirmed; and
(b) all the transactions contemplated under the Supplemental Deed (including the Maturity Date Extension as defined in the Circular, together the “ Transactions ”) be and they are hereby approved and that the Directors be and they are hereby generally and unconditionally authorised to take all actions, and to sign, execute and deliver all such documents for and on behalf of the Company as the Directors may consider necessary, appropriate, expedient or desirable for the purpose of effecting or implementing the Transactions.”

By Order of the Board

HUSCOKE RESOURCES HOLDINGS LIMITED

Li Baoqi

Executive Director

Hong Kong, 19 September 2013

— 40 —

NOTICE OF SGM

Registered Office:

Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Principal place of business in Hong Kong:

Room 4205

Far East Finance Center

16 Harcourt Road Admiralty Hong Kong

Notes:

A member entitled to attend and vote at the meeting convened by the above notice may appoint one or more proxies to attend the meeting and vote on a poll instead of him. A proxy need not be a member of the Company.
To be valid, a form of proxy and the power of authority (if any) under which it is signed or a notarially certified copy of such power of authority must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited at 26/F, 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 adjourned meeting.
Delivery of an instrument appointing a proxy should not preclude member from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she/it were solely entitled thereto to. If more than one of such joint holders are present at the above 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. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
As at the date of this notice, the board of directors of the Company comprises Mr. Gao Jianguo and Mr. Li Baoqi as executive directors and Mr. Wu Jixian as non-executive director and Mr. Lam Hoy Lee, Laurie, Mr. Lau Ka Ho and Mr. To Wing Tim, Paddy as independent non-executive directors.

— 41 —

AI assistant

Huscoke Holdings Limited — Proxy Solicitation & Information Statement 2013

49409_rns_2013-09-19_fcf77a38-1b89-4983-8ed4-3018cd7c2987.pdf

HUSCOKE RESOURCES HOLDINGS LIMITED 和嘉資源控股有限公司

(1) CONNECTED TRANSACTION: PROPOSED AMENDMENTS TO THE TERMS AND CONDITIONS OF THE ZERO-COUPON CONVERTIBLE BONDS HAVING AN OUTSTANDING PRINCIPAL AMOUNT OF HK$582 MILLION IN AGGREGATE ORIGINALLY DUE 31 OCTOBER 2013; AND

(2) NOTICE OF SPECIAL GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

“Original Instrument”

HUSCOKE RESOURCES HOLDINGS LIMITED 和嘉資源控股有限公司

CONNECTED TRANSACTION:

INTRODUCTION

AMENDMENTS TO THE INSTRUMENT WHICH CONSTITUTES THE TRANCHE 2 BONDS

Background: issue of the Tranche 2 Bonds by the Company to Mr. Wu

Pledge of Tranche 2 Bonds in favour of Kailuan

Supplemental deed poll

Reasons for the proposed Maturity Date Extension and the entering into of the Supplemental Deed

Application for approval of the Maturity Date Extension from the Stock Exchange

IMPACT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY AS A RESULT OF THE AUTOMATIC CONVERSION

LETTER FROM THE BOARD

INFORMATION OF THE GROUP

FUND RAISING ACTIVITIES BY THE COMPANY DURING THE PAST 12 MONTHS

LISTING RULE IMPLICATIONS

LETTER FROM THE BOARD

SGM

RECOMMENDATION

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

Yours faithfully,

HUSCOKE RESOURCES HOLDINGS LIMITED

Li Baoqi

HUSCOKE RESOURCES HOLDINGS LIMITED 和嘉資源控股有限公司

CONNECTED TRANSACTION: PROPOSED AMENDMENTS TO THE TERMS AND CONDITIONS OF THE ZERO-COUPON CONVERTIBLE BONDS HAVING AN OUTSTANDING PRINCIPAL AMOUNT OF HK$582 MILLION IN AGGREGATE ORIGINALLY DUE 31 OCTOBER 2013

Yours faithfully, for and on behalf of

Independent Board Committee

CONNECTED TRANSACTION:

INTRODUCTION

THE INDEPENDENT BOARD COMMITTEE

BASIS OF OUR ADVICE

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background for entering into the Supplemental Deed

Issue of the Tranche 2 Bonds by the Company to Mr. Wu

Terms of the Tranche 2 Bonds

Issuer

Principal amount

Interest

Maturity Date

Conversion

Conversion Price

Adjustment to the Conversion Price

Ranking

Transferability

Voting rights

Listing

LETTER FROM AVIATE BEIJING CAPITAL

Conversion history of the Tranche 2 Bonds:

Pledge of Tranche 2 Bonds in favour of Kailuan

2. Principal terms of the Supplemental Deed

3. Reasons for entering into the Supplemental Deed

4. Potential dilution effect to the Shareholders

5. Financial impact of the Supplemental Deed

RECOMMENDATION

Aviate Beijing Capital Limited Phoebe Wong Director

ISSUER

PRINCIPAL AMOUNT

INTEREST

ORIGINAL MATURITY DATE

CONVERSION

CONVERSION PRICE

ADJUSTMENT TO THE CONVERSION PRICE

RANKING

TRANSFERABILITY

VOTING RIGHTS

LISTING

1. RESPONSIBILITY STATEMENT

2. SHARE CAPITAL

Shares HK$

3. DISCLOSURE OF INTERESTS

(a) Director’s and chief executive’s interests in the Company

Huscoke Holdings Limited Proxy Solicitation & Information Statement 2013