ICO Group Limited — Capital/Financing Update 2011

Sep 15, 2011

Form A 表格甲

The whole of this document must be returned to be valid 本文件必須整份交還，方為有效

Provisional Allotment Letter No. 暫定配額通知書編號

IMPORTANT 重要提示

THIS FORM IS VALUABLE AND TRANSFERABLE AND REQUIRES YOUR IMMEDIATE ATTENTION. THE OFFER CONTAINED IN THIS DOCUMENT AND THE ACCOMPANYING EAF EXPIRES AT 4:00 P.M. ON THURSDAY, 29 SEPTEMBER 2011. 此乃有價值及可轉讓的表格，並須 閣下即時處理。本文件及隨附之額外申請表格所載要約將於二零一一年九月二十九日（星期四）下午四時正屆滿。

IF YOU ARE IN ANY DOUBT AS TO ANY ASPECT OF THIS FORM, OR AS TO THE ACTION TO BE TAKEN, YOU SHOULD CONSULT YOUR LICENSED SECURITIES DEALER, OTHER LICENSED CORPORATION, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISER.

閣下如對本表格任何方面或應採取之行動有任何疑問，應諮詢 閣下之持牌證券交易商、其他持牌法團、銀行經理、律師、專業會計師或其他專業顧問。

Reference is made to the prospectus (the “Prospectus”) issued by Guojin Resources Holdings Limited dated 15 September 2011 in relation to the Rights Issue. Terms defined in the Prospectus shall have the same meanings when used herein unless the context otherwise requires.

茲提述國金資源控股有限公司就供股所刊發日期為二零一一年九月十五日之章程（「章程」）。除文義另有所指外，章程所界定之詞彙與本文件所採用者具有相同涵義。

A copy of each of the Prospectus Documents (of which this form forms part), together with the documents specified in the paragraph headed “Documents delivered to the Registrars of Companies” in Appendix III to the Prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies Ordinance and a copy of the Prospectus has been, or will as soon as reasonably practicable be, filed with the Registrar of Companies in Bermuda in accordance with the Companies Act. The Registrar of Companies in Hong Kong and the Registrar of Companies in Bermuda take no responsibility for the contents of any of these documents.

各份章程文件（本表格構成其中部分）連同章程附錄三內「送呈公司註冊處處長之文件」一段所述文件，已遵照公司條例第342C條之規定送呈香港公司註冊處處長登記，而章程已經或將會在合理可行情況下盡快根據公司法送呈百慕達公司註冊處處長存檔。 香港及百慕達公司註冊處處長對任何此等文件之內容概不負責。

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of the Prospectus Documents, make no representation as to their 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 the Prospectus Documents. 香港交易及結算所有限公司、香港聯合交易所有限公司及香港中央結算有限公司對章程文件之內容概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因章程文件全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何 責任。

Subject to the granting of the listing of, and permission to deal in, the Rights Shares in both nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from their respective commencement dates of dealings on the Stock Exchange or such other date as may be determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

待未繳股款及繳足股款供股股份均獲准於聯交所上市及買賣，並符合香港結算之證券收納規定後，未繳股款及繳足股款供股股份將獲香港結算接納為合資格證券，自其各自於聯交所開始買賣日期或於香港結算可能釐定之有關其他日期起，可於中央結算系 統內寄存、結算及交收。聯交所參與者之間於任何交易日之交易必須於其後第二個交易日於中央結算系統交收。於中央結算系統進行之所有活動均須依據不時生效之中央結算系統一般規則及中央結算系統運作程序規則進行。

Hong Kong Branch Share Registrar:

Tricor Standard Limited

26th Floor

Tesbury Centre

28 Queen’s Road East Wanchai Hong Kong

香港股份過戶登記分處： 卓佳標準有限公司

香港 灣仔 皇后大道東28號 金鐘匯中心 26樓

(Incorporated in Bermuda with limited liability)

（於百慕達註冊成立之有限公司）

(Stock Code : 630)

（股份代號：630）

RIGHTS ISSUE OF 1,654,125,555 RIGHTS SHARES ON THE BASIS OF

ELEVEN RIGHTS SHARES FOR EVERY TEN SHARES HELD ON THE RECORD DATE AT HK$0.05 PER RIGHTS SHARE 按每股供股股份0.05港元

以於記錄日期每持有十股股份獲發十一股供股股份為 基準供股發行1,654,125,555股供股股份 PAYABLE IN FULL ON ACCEPTANCE BY NOT LATER THAN 4:00 P.M. ON THURSDAY, 29 SEPTEMBER 2011 股款須於二零一一年九月二十九日（星期四）下午四時正前接納時全數繳足

PROVISIONAL ALLOTMENT LETTER 暫定配額通知書

Registered Office: 註冊辦事處： Clarendon House 2 Church Street Hamilton HM11 Bermuda

Principal place of business in Hong Kong: Units 3303-3304, Level 33, Tower 1, Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong 香港主要營業地點： 香港 九龍九龍灣 宏照道38號 企業廣場5期1座 33樓3303-3304室

15 September 2011 二零一一年九月十五日

Name(s) and address of the Qualifying Shareholder(s) 合資格股東姓名及地址

BOX A Number of Shares registered in your name(s) on Wednesday, 14 September 2011 甲欄 於二零一一年九月十四日（星期三）登記於 閣下名下之股份數目

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Number of Rights Shares provisionally allotted to you subject to payment in full on acceptance by no later than 4:00 p.m. on Thursday, 29 September 2011

Box B 暫定配發予 閣下之供股股份數目，股款須於二零一一年九月二十九日（星期四）下午四時正前 乙欄 接納時全數繳足

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BOX C Total subscription monies payable 丙欄 應繳認購款項總額 HK$ 港元

Contact telephone no.: 聯絡電話：

TO ACCEPT THIS PROVISIONAL ALLOTMENT OF RIGHTS SHARES IN FULL, YOU MUST LODGE THIS FORM INTACT WITH THE REGISTRAR, TRICOR STANDARD LIMITED. AT 26TH FLOOR, TESBURY CENTRE, 28 QUEEN’S ROAD EAST, WANCHAI, HONG KONG, TOGETHER WITH A REMITTANCE IN HONG KONG DOLLARS FOR THE FULL AMOUNT SHOWN IN BOX C ABOVE SO AS TO BE RECEIVED BY THE REGISTRAR BY NOT LATER THAN 4:00 P.M. ON THURSDAY, 29 SEPTEMBER 2011. ALL REMITTANCES MUST BE MADE IN HONG KONG DOLLARS AND CHEQUES MUST BE DRAWN ON AN ACCOUNT WITH, OR CASHIER’S ORDERS MUST BE ISSUED BY, A LICENSED BANK IN HONG KONG AND MADE PAYABLE TO “ GUOJIN RESOURCES HOLDINGS LIMITED – RIGHTS ISSUE (PAL) ” AND CROSSED “ACCOUNT PAYEE ONLY”. DETAILS OF SPLITTING ARE SET OUT OVERLEAF. NO RECEIPT WILL BE GIVEN FOR SUCH REMITTANCES.

閣下如欲全數接納是項供股股份之暫定配額，須將本表格整份連同上文丙欄所示須於接納供股股份時應繳之港元全數股款，於二零一一年九月二十九日（星期四）下午四時正前交回過戶處卓佳標準有限公司，地址為香港灣仔皇后大道東28號金鐘匯中心26樓。所有股款須以港元繳付，並以 在香港持牌銀行戶口開出之支票或以香港持牌銀行發出之銀行本票支付，並須註明抬頭人為「 GUOJIN RESOURCES HOLDINGS LIMITED-RIGHTS ISSUE (PAL) 」及以「 只准入抬頭人賬戶 」劃線方式開出。有關分拆配額之詳情載於背頁。本公司將不就有關股款另發收據。

Termination of the Underwriting Agreement

The Underwriters reserve the right to terminate the Underwriting Agreement by giving a notice to the Company at any time prior to the Latest Time for Termination: (i) in the reasonable and good faith opinion of the Underwriters, the success of the Rights Issue would be materially and adversely affected by: (a) the introduction of any new regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the reasonable opinion of any of the Underwriters materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or (b) the occurrence of any national or international event or change, whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date thereof, of a political, military, diplomatic, financial, economic or other nature (whether or not sui generis with any of the foregoing), or in the nature of any national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the reasonable opinion of any of the Underwriters materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or (c) any material adverse change in the business or in the financial or trading position of the Group as a whole; or (d) any material adverse change in market conditions (including, without limitation, a change in fiscal or monetary policy or foreign exchange or currency markets, suspension or restriction of trading in securities) occurs which in the reasonable opinion of the Underwriters make them inexpedient or inadvisable to proceed with the Rights Issue; or (e) the imposition of economic sanction or withdrawal of trading privileges, in whatever form, by the United States or by the European Union (or any member thereof) on Hong Kong or any jurisdiction relevant to the Group; or (f) a general moratorium on commercial banking activities in Hong Kong declared by the relevant authorities; or (g) any change or development involving a prospective change in taxation or exchange control (or the implementation of any exchange control) in Hong Kong or other jurisdictions relevant to the Group; or (h) any event of force majeure including, without limiting the generality thereof, any act of God, war, riot, public disorder, civil commotion, fire, flood, explosion, epidemic, terrorism, strike or lock-out; or (i) any matter or event showing any of the warranties, undertakings or provisions contained in the Underwriting Agreement to be untrue, inaccurate or misleading in any material respect when given or repeated or there has been a breach of any of the warranties, undertakings or any other provisions of the Underwriting Agreement; or (j) any breach by Mr. Yip of any provision in the Undertaking; or (k) the circular and the Prospectus Documents when published contain information (either as to business prospects or the condition of the Group or as to its compliance with any laws or the Listing Rules or any applicable regulations) which has not prior to the date thereof been publicly announced or published by the Company and which may in the reasonable opinion of any of the Underwriters is material to the Group as a whole and is likely to affect materially and adversely the success of the Rights Issue or might cause a prudent investor not to accept the Rights Shares provisionally allotted to it; or (l) any event, act or omission which gives rise to any material liability of the Company arising out of or in connection with any warranties or undertakings in the Underwriting Agreement. Upon the giving of notice under the Underwriting Agreement, the Underwriting Agreement shall terminate and the obligations of the parties shall forthwith cease and be null and void and none of the parties shall have any right against or liability towards any of the other parties arising out of or in connection with the Underwriting Agreement.

Dealings in the Rights Shares in both their nil-paid form will take place from Monday, 19 September 2011 to Monday, 26 September 2011 (both dates inclusive). If the Underwriters terminate the Underwriting Agreement, or the conditions of the Rights Issue are not fulfilled or waived (as applicable), the Rights Issue will not proceed. Any Shareholders or other persons contemplating selling or purchasing Shares and/or Rights Shares in their nil-paid form up to the date when the conditions of the Rights Issue are fulfilled or waived (as applicable) (which is expected to be 5:00 p.m. on Monday, 3 October 2011), will accordingly bear the risk that the Rights Issue may not become unconditional and may not proceed.

終止包銷協議

包銷商保留權利可於最後終止時限前任何時間透過向本公司發出通知而終止包銷協議：(i)包銷商合理並真誠地認為，供股成功與否將會因以下事項而產生重大及不利影響：(a)任何新規例之引入或現有法例或規例（或有關之司法詮釋）出現任何變動，或發生任何其他性質之事件，以致任何 包銷商可能合理認為將會在整體上對本集團之業務或財政或經營狀況或前景構成重大及不利影響；或(b)國家或國際發生任何政治、軍事、外交、金融、經濟或其他性質之事件或變動（無論是否明顯地與任何上述者有關）（無論是否構成於包銷協議日期以前及╱或以後所發生或持續之連串 事件或變動之一部份），或國家或國際爆發或發生任何敵對情況升級或武裝衝突，或發生影響當地證券市場之事件，而任何包銷商可能合理認為將會在整體上對本集團之業務或財政或經營狀況或前景構成重大及不利影響；或(c)本集團之整體業務或財政或經營狀況發生任何重大不利變動； 或(d)市況出現任何重大不利變動（包括但不限於財政或貨幣政策或外匯或貨幣市場出現變動、證券暫停或限制買賣），而包銷商合理認為不宜或不建議繼續進行供股；或(e)美國或歐盟（或其任何成員國）以任何形式對香港或與本集團有關之任何司法權區實施經濟制裁或取消貿易優惠；或 (f)香港有關當局宣佈全面禁止商業銀行活動；或(g)香港或與本集團有關之其他司法權區之任何變動或發展，其中涉及稅務或外匯管制（或實施任何外匯管制）可能出現之變動；或(h)任何不可抗力事件，包括（但不局限其一般性）任何天災、戰爭、暴動、治安紊亂、騷亂、火災、水災、爆炸、病 疫、恐怖活動、罷工或停工；或(i)有任何事宜或事件顯示包銷協議所載之任何保證、承諾或規定於作出時或於重述時在任何重大方面乃屬失實、不確或誤導，或顯示包銷協議之任何保證、承諾或任何其他規定遭受違反；或(j)葉先生違反承諾之任何條文；或(k)通函及章程文件於刊發時包括包 銷協議日期前未獲本公司公開公佈或刊發之資料（有關本集團業務前景或狀況或有關其遵守任何法律或上市規則或任何適用規例），而任何包銷商可能合理認為有關資料對本集團整體而言屬重大，且很可能會對供股之成功造成重大及不利影響，或可能使審慎投資者不接納獲暫定配發之 供股股份；或(l)因包銷協議之任何保證或承諾或與此有關而引起之任何事件、行動或遺漏造成本公司須承擔任何重大責任。於根據包銷協議發出通知後，包銷協議須告終止，且訂約方之責任須即時終止及無效，而任何訂約方概無因包銷協議而引起或與此有關之對任何其他訂約方之任何權 利或責任。

供股股份將自二零一一年九月十九日（星期一）至二零一一年九月二十六日（星期一）（包括首尾兩日）以未繳股款形式買賣。倘包銷商終止包銷協議或供股之條件未獲達成或獲豁免（如適用），則供股將不會進行。於供股之條件獲達成或獲豁免（如適用）時之日期（其預期將為二零一一年 十月三日（星期一）下午五時正）前，擬買賣股份及╱或未繳股款之供股股份之任何股東或其他人士將因而承擔供股股份未必會成為無條件及未必會進行之風險。

A SEPARATE CHEQUE OR CASHIER’S ORDER MUST ACCOMPANY EACH APPLICATION NO RECEIPT WILL BE GIVEN 每份申請表格須隨附一張獨立開出的支票或銀行本票 本公司將不另發股款收據

• For identification purposes only

• 僅供識別

IN THE EVENT OF TRANSFER OF RIGHT(S) TO SUBSCRIBE FOR RIGHTS SHARE(S), AD VALOREM STAMP DUTY IS PAYABLE ON EACH SALE AND EACH PURCHASE. A GIFT OR TRANSFER OF BENEFICIAL INTEREST OTHER THAN BY WAY OF SALE IS ALSO LIABLE TO AD VALOREM STAMP DUTY. EVIDENCE OF PAYMENT OF AD VALOREM STAMP DUTY WILL BE REQUIRED BEFORE REGISTRATION OF ANY TRANSFER OF THE ENTITLEMENT(S) TO THE RIGHTS SHARE(S) REPRESENTED BY THIS DOCUMENT. 如轉讓供股股份之認購權，每項買賣均須繳付從價印花稅。除以出售形式外，餽贈或轉讓實益擁有之權益亦須繳付從價印花稅。在登記轉讓本文件代表之供股股份配額前， 須出示已繳付從價印花稅之證明。

FORM OF TRANSFER AND NOMINATION 轉讓及提名表格

Form B 表格乙

(To be completed and signed only by Qualifying Shareholder(s) who wish(es) to transfer all of his/her/their right(s) to subscribe for the Rights Share(s) comprised herein) （只供擬轉讓於本表格所列彼╱彼等全部供股股份認購權之合資格股東填妥及簽署）

To: The Directors

Guojin Resources Holdings Limited

致： 國金資源控股有限公司

列位董事

Dear Sir/Madam,

I/We hereby transfer all of my/our rights to subscribe for the Rights Shares comprised in this PAL to the person(s) accepting the same and signing the registration application form (Form C) below.

敬啟者：

本人╱吾等謹將本暫定配額通知書所列本人╱吾等之供股股份認購權全數轉讓予接受此權利並簽署下列登記申請表格（表格丙）之該（等）人士。

2. 1. 1. Signature(s) of Shareholder(s) (all joint Shareholders must sign) 股東簽署（所有聯名股東均須簽署）

Date:

Date: 2011 日期：二零一一年 月 日

Ad valorem stamp duty is payable by the transferor(s) if this form is completed. 填妥本表格後，轉讓人須繳付從價印花稅。

REGISTRATION APPLICATION FORM 登記申請表格

Form C

表格丙

(To be completed and signed only by the person(s) to whom the right(s) to subscribe for the Rights Share(s) have been transferred) （只供承讓供股股份認購權之人士填妥及簽署）

To: The Directors

• Guojin Resources Holdings Limited

致： 國金資源控股有限公司 列位董事

Dear Sir/Madam,

I/We request you to register the number of Rights Shares mentioned in Box B of Form A in my/our name(s). I/We agree to accept the same on the terms embodied in this PAL and the Prospectus and subject to the memorandum of association and the bye-laws of the Company.

敬啟者：

本人╱吾等謹請 貴董事會將表格甲之乙欄所列供股股份數目，登記於本人╱吾等名下。本人╱吾等同意按照本暫定配額通知書及章程所載條款，以及在 貴公司之組織章程大綱及公 司細則規限下，接納此等供股股份。

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

Existing Shareholder(s)
please mark “X” in this box
現有股東請在本欄內填上「X 」符號
To be completed in block letters in ENGLISH. Joint applicants should give the address of the first-named applicant only.
請用英文正楷填妥。聯名申請人只須填報排名首位之申請人地址。
For Chinese applicant(s), please provide your name in both English and Chinese.
華裔申請人請填寫中英文姓名。
Name in English Family name（姓氏） Other names（名字） Name in Chinese
英文姓名 中文姓名
Full name(s) of applicant or
joint applicant(s) (if any)
申請人或聯名申請人全名
（如有）
Address in English
英文地址
Occupation Tel. No.
職業 電話號碼
Dividend instructions 股息指示
Name and address of bank Bank Account no. 銀行賬戶號碼
銀行名稱及地址 BANK 銀行 BRANCH 分行 ACCOUNT 賬戶
1. 2. 3. 4.
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Signature(s) of applicant(s) (all joint applicants must sign) 申請人簽署（所有聯名申請人均須簽署）

Date:

2011

日期：二零一一年 月 日

Ad valorem stamp duty is payable by the transferee(s) if this form is completed. 填妥本表格後，承讓人須繳付從價印花稅。

(Incorporated in Bermuda with limited liability) (Stock Code : 630)

15 September 2011

Dear Qualifying Shareholders,

INTRODUCTION

In accordance with the terms and subject to the conditions in the Prospectus accompanying this letter, the Directors have provisionally allotted to you the number of Rights Shares in the Company indicated on the front page of this PAL on the basis of eleven Rights Shares for every ten existing Shares registered in your name in the register of members of the Company at 5:00 p.m. on 14 September 2011. Your holdings of the Shares as at that time and date is set out in Box A and the number of Rights Shares provisionally allotted to you is set out in Box B. Terms defined in the Prospectus have the same meanings when adopted herein unless the context otherwise requires.

RIGHTS SHARES

The Rights Shares, when allotted, issued and fully-paid, will rank pari passu with the Shares in issue on the date of allotment in all respects. Holders of fully-paid Rights Shares will be entitled to receive all future dividends and other distributions the record dates of which are on or after the date of allotment and issue of the fully-paid Rights Shares.

Subject to the granting of the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange as well as compliance with stock admission requirements of HKSCC, the Rights Shares in both their nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares in their nil-paid and fully-paid forms on the Stock Exchange or such other dates as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

The Prospectus Documents have not been and will not be registered or filed under the applicable securities legislation of any jurisdiction other than in Hong Kong and Bermuda. No action has been taken to permit the Rights Issue in any territory outside Hong Kong, unless in the relevant jurisdiction such an offer or invitation could lawfully be made without compliance with any registration or other legal or regulatory requirements thereof. No person receiving a copy of the Prospectus, PAL or EAF in any territory outside Hong Kong may treat it as an offer or invitation to apply for the Rights Shares or excess Rights Shares, unless in the relevant jurisdictions such an offer or invitation could lawfully be made without compliance with any registration or other legal and regulatory requirements thereof. Subject as referred to below, it is the responsibility of anyone outside Hong Kong wishing to make an application for the Rights Shares to satisfy themselves, before acquiring any rights to subscribe for the provisionally allotted Rights Shares, as to the observance of the laws and regulations of all relevant jurisdictions, including the obtaining of any government or other consents and to pay any taxes and duties required to be paid in such territory in connection therewith. The Company reserves the right to refuse to accept any application for the Rights Shares where it believes that doing so would violate the applicable securities legislation or other laws or regulations of any jurisdiction. No provisional allotment of the Rights Shares has been made to the Excluded Shareholders (if any) and no PAL nor EAF is being sent to them. The Company will send copies of the Prospectus (excluding this PAL and the EAF) to the Excluded Shareholders (if any) for their information only. The Company will make arrangements to sell in the market the provisional allotment of Rights Shares which would otherwise have been allotted to the Excluded Shareholders (if any) as soon as practicable after dealings in the nil-paid Rights Shares commence and before dealings in nilpaid Rights Shares end, if a premium (net of expenses) can be obtained. The proceeds of such sale, less expenses, will be paid pro-rata to the Excluded Shareholders (if any) in Hong Kong dollars. The Company will retain individual amounts of HK$100 or less for its own benefit. Any unsold entitlement of Excluded Shareholders (if any), and any Rights Shares provisionally allotted but not accepted by the Qualifying Shareholders or otherwise subscribed for by transferees of nil-paid Rights Shares, will be made available for excess application by the Qualifying Shareholders using the accompanying EAF. PROCEDURE FOR ACCEPTANCE AND PAYMENT

To take up your provisional allotment of Rights Shares in full, you must lodge the whole of this PAL intact with the Registrar, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong together with a remittance for the full amount payable on acceptance, as shown in Box C, so as to be received by not later than 4:00 p.m. on Thursday, 29 September 2011. All remittances must be in Hong Kong dollars and cheques or cashier orders must be crossed “ ACCOUNT PAYEE ONLY ” and drawn on a Hong Kong dollar account with a licensed bank in Hong Kong or issued by a licensed bank in Hong Kong and made payable to “ GUOJIN RESOURCES HOLDINGS LIMITED – RIGHTS ISSUE (PAL) ”. Such payment will constitute acceptance of the provisional allotment on the terms of this PAL and the Prospectus and subject to the memorandum of association and byelaws of the Company. No receipt will be given for such remittances. All enquiries in connection with this PAL should be addressed to the Registrar at the above address.

It should be noted that, unless a PAL, duly completed, together with the appropriate remittance shown in Box C, has been received as described above by 4:00 p.m. on Thursday, 29 September 2011, whether by the original allottee or any person in whose favour the rights have been validly transferred, your provisional allotment and all rights and entitlement thereunder will be deemed to have been declined and will be cancelled. The Company may as its sole discretion treat a PAL as valid and binding on the person(s) by whom or on whose behalf it is lodged even if not completed in accordance with the relevant instructions. The Company may require such incomplete PAL to be completed by the relevant applicants at a later stage. TRANSFER

If you wish to transfer all of your rights to subscribe for the Rights Shares provisionally allotted to you, you must complete the form of transfer and nomination (Form B), and hand this PAL to the person(s) to or through whom you are transferring your rights hereunder. The transferee(s) must then complete and sign the registration application form (Form C), and lodge this PAL intact together with a remittance for the full amount payable on acceptance as shown in Box C with the Registrar, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong so as to be received by not later than 4:00 p.m. on Thursday, 29 September 2011. It should be noted that stamp duty is payable in connection with the transfer of your rights to subscribe for the relevant Rights Shares to the transferee(s) and the acceptance by the transferee(s) of such rights. SPLITTING

If you wish to accept only part of your provisional allotment or to transfer part of your rights to subscribe for the Rights Shares provisionally allotted to you or transfer your rights to more than one person, this PAL must be surrendered by not later than 4:30 p.m. on Wednesday, 21 September 2011 at the Registrar, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, which will cancel the entire original PAL and issue new PAL(s) in the denominations required. No fee will be charged for splitting of the provisional allotment. TERMINATION OF THE UNDERWRITING AGREEMENT

It should be noted that the Underwriting Agreement contains provisions granting the Underwriter the right to terminate the Underwriting Agreement on the occurrence of certain events, which have been set out in the paragraph headed “Termination of the Underwriting Agreement” under “The Underwriting Agreement” in the “Letter from the Board” of the Prospectus. If the Underwriting Agreement is terminated by the Underwriter or does not become unconditional, the Rights Issue will not proceed.

The Shares have been dealt in on an ex-rights basis since Wednesday, 7 September 2011 and the Rights Shares are expected to be dealt with in their nil-paid form from Monday, 19 September 2011 to Monday, 26 September 2011 (both dates inclusive). If the conditions of the Rights Issue are not fulfilled, the Rights Issue will not proceed. Any person dealing in the securities of the Company from now up to the date on which all the conditions of the Rights Issue are fulfilled and any person dealing in the nil-paid Rights Shares from Monday, 19 September 2011 to Monday, 26 September 2011 (being the first day and last day of dealings in the nil-paid Rights Shares respectively) will accordingly bear the risk that the Rights Issue may not become unconditional and may not proceed. Any person dealing or contemplating any dealing in the securities of the Company and/or the Rights Shares in their nil-paid form during this period who is in any doubt about his/her/its/their position is recommended to consult his/her/its/their own professional adviser. It is expected that the conditions referred to in the section headed “Conditions of the Rights Issue” in the Prospectus are to be fulfilled by 5:00 p.m. Hong Kong time on Monday, 3 October 2011. If the conditions referred to in that section are not fulfilled at or before 5:00 p.m. Hong Kong time on Monday, 3 October 2011 (or such later time and/or date as the Company and the Underwriter may determine in writing) or the Underwriting Agreement has been terminated in accordance with the terms thereof, the Rights Issue will not proceed.

CHEQUES AND CASHIER ORDERS

All cheques and cashier orders will be presented for payment immediately following receipt and all interest earned on such monies will be retained for the benefit of the Company. Any PAL in respect of which the accompanying cheque or cashier order is dishonoured on first presentation is liable to be rejected. Completion and return of a PAL together with a cheque or cashier order in payment for the Rights Shares accepted will constitute a warranty by the subscriber that the cheque or cashier order will be honoured on first presentation. Without prejudice to its other rights in respect thereof, the Company reserves the right to reject any PAL in respect of which the accompanying cheque or cashier order is dishonoured on first presentation, and, in that event, the relevant provisional allotment and all rights given pursuant to it will be deemed to have been declined and will be cancelled. SHARE CERTIFICATES

It is expected that the certificates for all fully-paid Rights Shares will be sent by ordinary post by the Registrar to the persons entitled thereto at their own risk on or before Monday, 10 October 2011. You will receive one share certificate for all the fully-paid Rights Shares allotted to you.

APPLICATION FOR EXCESS RIGHTS SHARES

If you wish to apply for any Rights Shares in addition to your provisional allotment under the Rights Issue, you must complete and sign the accompanying EAF and lodge it, together with a separate remittance for the full amount payable on application in respect of the excess Rights Shares applied for, in accordance with the instructions set out in it with the Registrar, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong so as to be received by not later than 4:00 p.m. on Thursday, 29 September 2011. All remittances must be in Hong Kong dollars and must be forwarded either by separate cheque drawn on a Hong Kong dollar account with a licensed bank in Hong Kong or by a separate cashier order issued by a licensed bank in Hong Kong. All such cheques or cashier orders must be made payable to “ GUOJIN RESOURCES HOLDINGS LIMITED – RIGHTS ISSUE (PAL) ” and crossed “ ACCOUNT PAYEE ONLY ”. No receipt will be given for such remittances.

Excess Rights Shares, if any, will be allocated by the Company to the applicants, on a fair and equitable basis as set out in the Prospectus, to be decided at the sole discretion of the Directors. The Registrar will notify you of any allotment of excess Rights Shares made to you. GENERAL

Lodgment of the PAL with, where relevant, the form of transfer and nomination purporting to have been signed by the person(s) in whose favour the PAL has been issued, shall be conclusive evidence of the party or parties lodging it to deal with the same and to receive a split letter of allotment and/or the relevant share certificates. Further copies of the Prospectus Documents are available at the Registrar, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

All documents, including cheques for refund, will be sent by ordinary post at the risk of the relevant applicants or other persons entitled thereto.

This PAL and all acceptances of the offer contained in it shall be governed by and construed in accordance with the laws of Hong Kong.

By Order of the Board GUOJIN RESOURCES HOLDINGS LIMITED Yip Wai Lun, Alvin Chairman and Managing Director

• For identification purposes only