MINDAX LIMITED — Major Shareholding Notification 2012

Dec 6, 2012

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, Lai You, Xiang Rong (Australia) Construction Group Pty Ltd, and Other Parties

There was a change in the interest of the substantial holder on 3 December 2012

The previous notice was given to the Company on

8 March 2012

The previous notice was dated 8 March 2012

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	43,070,425	22.84%	47,764,543	20.695%

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
3/12/2012 3/12/2012	All parties mentioned in section 4 below All parties mentioned in section 4 below	Increase due to issue of shares to Ms Lai You (related party to Andrew Tsang) Dilution due to settlement of placement	A$399,000 Not applicable	4,694,118 Ordinary shares Not applicable	4,694,118 Ordinary shares

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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, Lai You	Andrew Tsang Chun Xiang Zeng Andrew Tsang Andrew Tsang Xiang Rong (Australia) Construction Group Pty Ltd Lai You(formerly known as Lei You)	Andrew Tsang Chun Xiang Zeng Andrew Tsang Andrew Tsang Xiang Rong (Australia) Construction Group Pty Ltd Lai You	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) Shareholder (See Annexure A)	Ordinary 15,757,391 Ordinary 1,355,979 Ordinary 2,223,136 Ordinary 12,813,606 Ordinary 80,000 Ordinary 15,534,431	15,757,391 1,355,979 2,223,136 12,813,606 80,000 15,534,431

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 (if applicable) Nature of Association

6. Addresses

The addresses ofpersons named in this form ar Name Andrew Tsang/ Chun Xiang Zeng/ Xiang Rong (Australia) Construction Group Pty Ltd/Lai You Fujian Xiang Rong Construction (Group) Co Ltd Mei Chun Zeng	The addresses ofpersons named in this form ar Name Andrew Tsang/ Chun Xiang Zeng/ Xiang Rong (Australia) Construction Group Pty Ltd/Lai You Fujian Xiang Rong Construction (Group) Co Ltd Mei Chun Zeng	e as follows:
	Name	Address
	Andrew Tsang/ Chun Xiang Zeng/ Xiang Rong (Australia) Construction Group Pty Ltd/Lai You Fujian Xiang Rong Construction (Group) Co Ltd Mei Chun Zeng	Unit 36/497 to 507 Pacific Highway, 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

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Andrew Tsang	Substantial holder
	07/12/2012

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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 8 March 2012.

1. This substantial holding notice is given by Andrew Tsang on behalf of himself; Chun Xiang Zeng, Andrew Tsang’s wife; Lai You, Andrew Tsang’s mother; and Xiang Rong (Australia) Construction Group Pty Ltd (an entity controlled by Andrew Tsang); and:

2. (a) Fujian Xiang Rong Construction (Group) Co Ltd, a company which is controlled by Andrew Tsang; and

3. (b) Mei Chun Zeng, Andrew Tsang’s sister.

(collectively, the Other Parties ).

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

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

3. (a) the Other Parties direct Andrew to purchase shares in the Company in his name but on their behalf.

4. (b) Andrew holds the shares on behalf of the Other Parties; and

5. (c) Andrew receives commission on the profit realised upon every sale and purchase of the shares.

6. 1. 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.
7. 1. 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.
8. 1. In practice, all acquisitions made by Chun Xiang Zeng and Lai You were made as a consequence of Chun Xiang Zeng and Lai You conferring with Andrew.

9. On the basis of the above, Chun Xiang Zeng, Lai You, 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 7 December 2012