MINDAX LIMITED — Major Shareholding Notification 2012

Mar 7, 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, Lei You, Xiang Rong (Australia) Construction Group Pty Ltd, and Other Parties

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

28 February 2012

The previous notice was given to the Company on

The previous notice was given to the Company on 17 August 2011 The previous notice was dated 17 August 2011

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	Previous notice		Present notice
(4)	Person’s votes	Voting power (5)	Person’s votes	Voting power (5)
Ordinary	43,070,425	25.26%	43,070,425	22.84%

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 ofchange	Person whose relevantinterest changed	Nature ofchange (6)	Consideration given inrelation to change (7)	Class and numberof securitiesaffected	Person’s votesaffected
28/02/12	All parties mentionedin section 4 below	Dilution due tosettlement ofplacement	Not applicable

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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 ofrelevantinterest	Registeredholder ofsecurities	Person entitled tobe registered asholder (8)	Nature of relevant interest (6)	Class andnumber ofsecurities	Person’svotes
AndrewTsang, ChunXiang Zeng,Mei ChunZeng, FujianXiang RongConstruction(Group) CoLimited,Xiang Rong(Australia)ConstructionGroup PtyLtd, Lei You	Andrew TsangChun XiangZengAndrew TsangAndrew TsangXiang Rong(Australia)ConstructionGroup Pty LtdLai You	Andrew TsangChun Xiang ZengAndrew TsangAndrew TsangXiang Rong(Australia)ConstructionGroup Pty LtdLai You	Shareholder (see Annexure A)Shareholder (see Annexure A)Shares purchased on 20 & 21February 2008 and held onbehalf of Fujian Xiang RongConstruction (Group) CoLimited (See Annexure A)Shares purchased between 11and 19 February 2008 and heldon behalf of Mei Chun Zeng(See Annexure A)Shareholder (See Annexure A)Shareholder (See Annexure A)	Ordinary15,757,391Ordinary1,355,979Ordinary2,223,136Ordinary12,813,606Ordinary80,000Ordinary10,840,313	15,757,3911,355,9792,223,13612,813,60680,00010,840,313

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 arNameAndrew Tsang/ Chun Xiang Zeng/Xiang Rong (Australia) ConstructionGroup Pty Ltd/Lai YouFujian Xiang Rong Construction(Group) Co LtdMei Chun Zeng	The addresses ofpersons named in this form arNameAndrew Tsang/ Chun Xiang Zeng/Xiang Rong (Australia) ConstructionGroup Pty Ltd/Lai YouFujian Xiang Rong Construction(Group) Co LtdMei Chun Zeng	e as follows:
	Name	Address
	Andrew Tsang/ Chun Xiang Zeng/Xiang Rong (Australia) ConstructionGroup Pty Ltd/Lai YouFujian Xiang Rong Construction(Group) Co LtdMei Chun Zeng	Unit 36/497 to 507 Pacific Highway, Killara NSW 2071No 9 Nanchang Zhonglu, Xiancheng District, Zhangzhou City, Fujian,ChinaRoom 404, Block 20, No 9 Nanchang Zhonglu, Xiangcheng District,Zhangzhou City, Fujian, China

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Andrew Tsang	Substantial holder
	08/03/2012

604 Page 4/4

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:

   • (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 ).

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:

• (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.

• 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.
• 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.
• 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.

1. 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 8 March 2012