MINDAX LIMITED — Major Shareholding Notification 2011

Apr 20, 2011

604 Page 1/4

FORM 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

TO: Company Name: Mindax Limited ACN 106 866 442

1. Details of substantial holder (1)

Name: Andrew Tsang, Chun Xiang Zeng, Xiang Rong (Australia) Construction Group Pty Ltd, and Other Parties

There was a change in the interest of the substantial holder on

19 April 2011

The previous notice was given to the company on

The previous notice was given to the company on 24 May 2010 The previous notice was dated 26 May 2010

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of Securities (4)	Previous notice		Present notice
	Person’s votes	Voting power (5)	Person’s votes	Voting power (5)
Ordinary	32,230,112	22.12%	32,230,112	21.27%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person’s votes affected
24/05/10	All parties mentioned in Section 4 below	Dilution due to placement to third parties	N/A

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4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person’s votes
Andrew Tsang, Chun Xiang Zeng, Mei Chun Zeng, Fujian Xiang Rong Construction (Group) Co Limited, Xiang Rong (Australia) Construction Group Pty Ltd	Andrew Tsang Chun Xiang Zeng Andrew Tsang Andrew Tsang Xiang Rong (Australia) Construction GroupPtyLtd	Andrew Tsang Chun Xiang Zeng Andrew Tsang Andrew Tsang Xiang Rong (Australia) Construction GroupPtyLtd	Shareholder (see Annexure A) Shareholder (see Annexure A) Shares purchased on 20 & 21 February 2008 and held on behalf of Fujian Xiang Rong Construction (Group) Co Limited (See Annexure A) Shares purchased between 11 and 19 February 2008 and held on behalf of Mei Chun Zeng (See Annexure A) Shareholder (See Annexure A)	Ordinary 15,757,391 Ordinary 1,355,979 Ordinary 2,223,136 Ordinary 12,813,606 Ordinary 80,000	15,757,391 1,355,979 2,223,136 12,813,606 80,000

5. Changes in association

The persons who have become associates (2) or, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows.

Name and ACN/ ARSN (in applicable) Nature of Association

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Andrew Tsang Chun Xiang Zeng Fujian Xiang Rong Construction (Group) Co Ltd Mei Chun Zeng Xiang Rong (Australia) Construction Group Pty Ltd	15/2A Killara Avenue, Killara NSW 2071 15/2A Killara Avenue, Killara NSW 2071 No 9 Nanchang Zhonglu, Xiancheng District, Zhangzhou City, Fujian, China Room 404, Block 20, No 9 Nanchang Zhonglu, Xiangcheng District, Zhangzhou City, Fujian, China 15/2A Killara Avenue, Killara NSW 2071

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Andrew Tsang	Substantial holder
	21/04/2011

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ANNEXURE “A”

This is the annexure of 1 page marked “A” mentioned in the substantial holding form signed by me and dated 21 April 2011.

1. This substantial holding notice is given by Andrew Tsang on behalf of himself, Chun Xiang Zeng, Andrew Tsang’s wife and Xiang Rong (Australia) Construction Group Pty Ltd (an entity controlled by Andrew Tsang); and: (a) Fujian Xiang Rong Construction (Group) Co Ltd, a company which is controlled by Andrew Tsang; and (b) Mei Chun Zeng, Andrew Tsang’s sister. (collectively, the Other Parties ).

2. Andrew Tsang has a relevant interest in the shares owned directly by him, Chun Xiang Zeng, Xiang Rong (Australia) Construction Group Pty Ltd, and owned indirectly by the Other Parties.

3. Andrew Tsang has entered into separate written agreements with each of the Other Parties dated 28 June 2007 under which:

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(a) the Other Parties direct Andrew to purchase shares in the Company in his name but on their behalf.
(b) Andrew holds the shares on behalf of the Other Parties; and
(c) Andrew receives commission on the profit realised upon every sale and purchase of the shares.
4. Despite the agreements referred to in paragraph 3 above being silent on voting rights and rights of disposal in the
shares, Andrew and each of the Other Parties has agreed that Andrew must only act on direction and cannot exercise
any voting rights attached to the shares or dispose of any shares independently and without authority.
5. Despite the agreements referred to in paragraph 3 above being silent on the means by which each of the Other Parties
determines when it is appropriate to direct Andrew to purchase shares in the Company, in practice each direction is
only given as a consequence of each of the Other Parties conferring with Andrew.
6. In practice, all acquisitions made by Chun Xiang Zeng were made as a consequence of Chun Xiang Zeng conferring
with Andrew.
7. On the basis of the above, Chun Xiang Zeng, Xiang Rong (Australia) Construction Group Pty Ltd and each of the
Other Parties has a relevant interest in the shares referred to in Section 4 of this Notice due to each party’s status as an
associate of Andrew in relation to the shares in the Company in which Andrew has a relevant interest.
Andrew Tsang
Dated 21 April 2011
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