Persistence Gold Group Ltd — Proxy Solicitation & Information Statement 2008

Aug 4, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about any aspect of this circular or as to the action to be taken, you should consult your professional advisers.

If you have sold or transferred all your securities in APAC Resources Limited, you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the shares of the Company or any other securities.

APAC RESOURCES LIMITED 亞太資源有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1104) (Warrant Code: 324)

DISCLOSEABLE TRANSACTION

CONDITIONAL ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF GOOD CHINA LIMITED AND ISSUE OF CONSIDERATION SHARES

5 August 2008

* For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
The Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Effect of the Issue of the Consideration Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Information about ARI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Information about Good China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Information about Leaping Far . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Information about the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Summary of Financial Results of Good China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Summary of Financial Results of the Joint Venture Company . . . . . . . . . . . . . . . . . . . .	13
Reasons for and Benefits of the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Listing Rules Implications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Appendix – General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

– i –

DEFINITIONS

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

“Acquisition”	the purchase of the Sale Shares by ARI
“Agreement”	the sale and purchase agreement dated 13 July 2008 entered
	into between Leaping Far and ARI with respect to the
	conditional Acquisition and the assignment of the Loan
“Announcement”	the announcement of the Company dated 16 July 2008
“ARI”	APAC Resources Investments Limited, a company
	incorporated in the B.V.I. with limited liability, being a
	direct wholly-owned subsidiary of the Company
“associates”	having the meaning ascribed to it under the Listing Rules
“B.V.I.”	British Virgin Islands
“Company”	APAC Resources Limited, a company incorporated in
	Bermuda with limited liability, with its shares listed on the
	Main Board of the Stock Exchange
“Completion”	completion of the Acquisition and the assignment of the
	Loan pursuant to the Agreement
“connected person”	having the meaning ascribed to it under the Listing Rules
“Consideration Shares”	600,000,000 new Shares
“Directors”	directors of the Company
“Good China”	Good China Limited, a company incorporated in the Cayman
	Islands with limited liability, which is wholly owned by
	Leaping Far
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

– 1 –

	DEFINITIONS
“Hong Kong”	Hong Kong Special Administrative Region of the PRC
“Iron Ore Mine”	iron ore open pit mine which include the Tie Ma Mining
	District（鐵馬採區）, the Ying Tao Gou Mining District
	（櫻桃溝採區）and the Tie Ma Xi Shan Mining District
	（鐵馬西山採區）, being operated by the Joint Venture
	Company using the open pit mining method as set out in
	the Mining Right Permit
“Joint Venture Company”	灤平縣偉源礦業有限責任公司(Lan Ping Xian Wei Yuan
	Mining Co. Ltd.)*, a company incorporated in the PRC
	with limited liability, in which Upper China is the legal
	and beneficial owner of 49% equity interests
“Latest Practicable Date”	1 August 2008, being the latest practicable date prior to
	printing of this circular for the purpose of ascertaining
	certain information contained in the circular
“Leaping Far”	Leaping Far Investments Limited, a company incorporated
	in the B.V.I. with limited liability, which is wholly owned
	by an independent third party
“Listing Rules”	Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
“Loan”	the loan in the amount of US$16,100,000 equivalent to
	HK$125,580,000 at the exchange rate of US$1 to HK$7.8
	due by Good China to Leaping Far
“Mining Right Permit”	the mining right permit（採礦許可證，證號：
	1300000440265）, which is granted to the Joint Venture
	Company and confers on the Joint Venture Company a valid
	and legal right to exploit, mine and operate the Iron Ore
	Mine
“PRC”	People’s Republic of China, which, for the purpose of this
	circular, excludes Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan

• For identification purpose only

– 2 –

DEFINITIONS

“Sale Shares”	10 issued shares of par value of US$1 each, representing
	the entire issued share capital of Good China
“SFC”	The Securities and Futures Commission of Hong Kong
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
“Shares”	ordinary shares of HK$0.10 each in the share capital of the
	Company
“Shareholders”	holders of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	The Hong Kong Code on Takeovers and Mergers
“Upper China”	Upper China Industrial Limited, a company incorporated in
	Hong Kong with limited liability, which is wholly owned
	by Good China
“US$”	United States Dollars, the lawful currency of the United
	States of America
“Warrants”	warrants which entitle the holders to subscribe at any time
	during the period from 5 February 2007 to 4 February 2010
	(both days inclusive) for fully paid Shares at an initial
	subscription price of HK$0.30 per Share (subject to
	adjustment)
“%”	per cent.

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LETTER FROM THE BOARD

APAC RESOURCES LIMITED 亞太資源有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1104) (Warrant Code: 324)

Executive Directors: Registered Office: Mr. Cao Zhong (Chairman) Clarendon House, Mr. Liu Yongshun (Chief Executive Officer) 2 Church Street, Mr. Zhou Luyong (Deputy Chief Executive Officer) Hamilton HM11 Ms. Chong Sok Un Bermuda Mr. Chen Zhaoqiang Mr. Yue Jialin

Head office and principal place of business:

Independent Non-Executive Directors: 32nd Floor Mr. Wong Wing Kuen, Albert China Online Centre Mr. Chang Chu Fai, Johnson Francis 333 Lockhart Road Mr. Alan Stephen Jones Wan Chai Mr. Robert Moyse Willcocks Hong Kong

5 August 2008

To the Shareholders and, for information only, the Warrantholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION

CONDITIONAL ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF GOOD CHINA LIMITED AND ISSUE OF CONSIDERATION SHARES

INTRODUCTION

Reference is made to the Announcement, in which it is stated that on 13 July 2008, Leaping Far as the vendor and ARI (a direct wholly-owned subsidiary of the Company) as the purchaser entered into the Agreement, pursuant to which Leaping Far has conditionally agreed to sell the Sale Shares and assign the Loan, and ARI has conditionally agreed to purchase the Sale Shares and accept the assignment of the Loan, at an aggregate consideration of HK$1,200,000,000.

* For identification purpose only

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LETTER FROM THE BOARD

The aggregate consideration in the sum of HK$1,200,000,000 will be satisfied as to (i) HK$600,000,000 by cash and (ii) HK$600,000,000 by the issue to Leaping Far of the Consideration Shares (at HK$1.00 per Share) by the Company upon Completion. The Consideration Shares represent approximately 12.69% of the existing issued share capital of the Company as at the Latest Practicable Date and 11.26% of the enlarged issued share capital of the Company upon issue of the Consideration Shares.

Completion is conditional upon fulfillment of a number of conditions.

The transactions contemplated in the Agreement constitute discloseable transactions for the Company under Rule 14.06(2) of the Listing Rules, on the basis that the calculation of the relevant percentage ratios are within the range of 2% and 25%.

The purpose of this circular is to provide the Shareholders with information including, amongst other things, details of the terms of the Agreement in accordance with the requirements of the Listing Rules.

THE AGREEMENT

Date

13 July 2008.

Parties

• (1) Leaping Far as vendor.

• (2) ARI as purchaser.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, Leaping Far and the ultimate beneficial owner of Leaping Far are third parties independent of the Company and of the Company’s connected persons.

The Sale Shares and the Assignment of the Loan

The Sale Shares represent the entire issued share capital of Good China. The Sale Shares will be acquired free from any encumbrance and together with all rights and benefits attaching or accruing to it on or after the date of Completion (including the right to receive all dividends and other distributions declared, made or paid on or after the date of Completion).

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LETTER FROM THE BOARD

Good China is the legal and beneficial owner of the entire issued share capital of Upper China which in turn owns 49% equity interests in the Joint Venture Company which is engaged in the business of iron ore mining and production of iron ore materials in the PRC. The main assets of the Joint Venture Company are the Iron Ore Mine and its related infrastructure. In accordance with the business licence of the Joint Venture Company, the business operation of the Joint Venture Company includes exploitation of iron ore, processing and selling of iron ore and iron ore concentrates, selling of steel materials, mining machinery and accessories.

The Loan will be assigned by Leaping Far to ARI pursuant to the terms of the Agreement.

Consideration

The aggregate consideration for the Acquisition and the assignment of the Loan is HK$1,200,000,000 comprising (i) the Consideration Shares at HK$1.00 per Share and the cash sum of HK$474,420,000 for the Acquisition and (ii) the cash sum of HK$125,580,000 for the assignment of the Loan. The aggregate consideration was arrived at after arm’s length negotiations between Leaping Far and ARI by reference to (i) prevailing market selling price of iron ore concentrates in the PRC and (ii) iron ore resources of not less than 210,000,000 tonnes (metric) which is sufficient to allow production in quantity of at least 1,000,000 tonnes (metric) of iron ore concentrates at a grade of 64-65% iron ore contents per year for at least 20 years.

The source of funding of ARI for the acquisition of the Sale Shares and the assignment of the Loan will be generated from internal resources and/or borrowings. The actual method of financing the Acquisition has not yet been determined by the Company.

The aggregate consideration in the sum of HK$1,200,000,000 will be satisfied as to (a) HK$600,000,000 by cash and (b) HK$600,000,000 by the allotment and issue to Leaping Far of the Consideration Shares at HK$1.00 per Share by the Company upon Completion.

The market value of the Consideration Shares is HK$600,000,000 by reference to the average closing price of HK$1.00 per Share as quoted on the Stock Exchange on the last fifteen trading days of the Shares immediately before the date of the Announcement.

The market value per share of the Consideration Shares to be issued by the Company represents:–

• (i) a discount of approximately 12.28% over the closing price of HK$1.14 per Share as quoted on the Stock Exchange on the last trading day of the Shares immediately before the date of the Announcement;

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LETTER FROM THE BOARD

• (ii) a discount of approximately 12.28% over the average closing price of HK$1.14 per Share as quoted on the Stock Exchange for the last five trading days of the Shares immediately before the date of the Announcement;

• (iii) a discount of approximately 4.76% over the average closing price of HK$1.05 per Share as quoted on the Stock Exchange for the last ten trading days of the Shares immediately before the date of the Announcement; and

• (iv) an equivalence in value in terms of the net asset value of HK$1.00 per Share as stated in the audited consolidated accounts of the Company for the year ended 31 December 2007.

The Consideration Shares represent approximately 12.69% of the existing issued share capital of the Company and 11.26% of the enlarged issued share capital of the Company upon issue of the Consideration Shares. The Consideration Shares are issued pursuant to the general mandate granted to the Directors at the annual general meeting (“ AGM ”) of the Company held on 6 June 2008. The maximum number of Shares to be issued under the general mandate is 945,314,211. Since the AGM, no Shares in the Company had been issued under the general mandate.

The Company will apply to the Listing Committee of the Stock Exchange for the granting of listing of, and permission to deal in, the Consideration Shares.

Conditions

Completion is conditional upon fulfillment of a number of conditions which include, among others:–

• (i) Leaping Far’s warranties remaining true and accurate and not misleading in any material respect as given as of the date of the Agreement and as of Completion and as if given at all times between the date of the Agreement and Completion;

• (ii) ARI’s warranties remaining true and accurate and not misleading in any material respect as given as of the date of the Agreement and as of Completion and as if given at all times between the date of the Agreement and Completion;

• (iii) Leaping Far having duly performed and observed all of the obligations, undertakings and covenants required to be performed and observed by them under the Agreement, on or prior to Completion;

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LETTER FROM THE BOARD

• (iv) ARI having duly performed and observed all of the obligations, undertakings and covenants required to be performed and observed by them under the Agreement, on or prior to Completion;

• (v) all necessary approvals, authorisations, consents, licences, certificates, permits, concessions, agreements or other permissions of any kind, from or by all relevant governmental or regulatory authorities, agencies or bodies, or any other third party (including banks and/or relevant regulatory authorities of the relevant jurisdictions (if required)), required for the implementation of the transactions contemplated in the Agreement being obtained and maintained;

• (vi) where applicable, having complied to the satisfaction of the Stock Exchange and the SFC with all requirements under the Listing Rules and, where applicable, the Takeovers Code in relation to (i) the purchase of the Sale Shares; (ii) the allotment and issue of the Consideration Shares to the Vendor and/or its nominee(s); and (iii) other transactions contemplated herein;

• (vii) legal, financial, valuation, business and technical due diligence reviews having been conducted by ARI over Good China, Upper China, the Joint Venture Company and the business carried on by the Joint Venture Company to the sole satisfaction of ARI;

• (viii) listing of and permission to deal in the Consideration Shares having been granted by the Listing Committee of the Stock Exchange (and such listing and permission not subsequently being revoked prior to Completion);

• (ix) the Iron Ore Mine having iron ore resources of not less than 210,000,000 tonnes (metric) in total as at Completion, which is sufficient to allow production in quantity of at least 1,000,000 tonnes (metric) of iron ore concentrates at a grade of 64-65% iron ore contents per year for at least 20 years;

• (x) the Joint Venture Company having obtained and/or renewed the safety production permits for the Iron Ore Mine;

• (xi) the Joint Venture Company having obtained and/or renewed (where applicable) the Mining Right Permit for the Iron Ore Mine;

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LETTER FROM THE BOARD

• (xii) the Joint Venture Company having obtained and/or renewed all necessary, requisite and valid licences, permits, authorisations and approvals, which are required under and by PRC law in respect of and in connection with the business carried on by the Joint Venture Company; and

• (xiii) the Joint Venture Company providing to ARI undated resolution(s) duly passed by its board of directors approving the appointment of three (3) directors nominated by ARI and one of the directors so nominated by ARI shall act as chairman and legal representative of the Joint Venture Company.

Leaping Far and ARI will use their respective best endeavours to render such assistance to each other as may be required or expedient or necessary to facilitate the fulfillment of all the conditions. If any of the conditions as set out in the Agreement is not fulfilled or waived by ARI or Leaping Far (as the case may be) on or before 13 October 2008 (or such later date as may be agreed by Leaping Far and ARI in writing), ARI has the right to proceed or not to proceed to Completion.

Leaping Far undertakes to ARI that all the Sale Shares and all the issued shares of Upper China shall be deposited with an escrow agent acceptable to both Leaping Far and ARI within 7 business days from the date of the Agreement.

The transactions contemplated under the Agreement are conditional and may or may not proceed. Accordingly, Shareholders and prospective investors are reminded to exercise extreme caution when trading in the Shares.

Completion

Subject to the fulfillment of the conditions set out in the Agreement, Completion will take place on the fifth business day after the day on which Leaping Far has received confirmation from ARI that all the conditions have been fulfilled and/or waived (as the case may be) (or such other date as may be agreed by Leaping Far and ARI in writing) but in any event no later than 13 October 2008 (or such other date as may be agreed by Leaping Far and ARI in writing) at the offices of the solicitors for ARI in Hong Kong (or such other place as may be agreed by Leaping Far and ARI in writing).

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LETTER FROM THE BOARD

EFFECT OF THE ISSUE OF THE CONSIDERATION SHARES

The shareholding of the following parties in the Company immediately before and after completion of the issue of the Consideration Shares are and will be as follows:–

Name Benefit Rich Limited_(Note 1) Easymade Investments Limited (Note 1) Shougang Holding (Hong Kong) Limited(Note 1) COL Capital Limited(Note 2) Ms. Chong Sok Un(Note 2) Profit Harbour Investments Limited(Note 3) Mr. Yue Jialin(Note 3)_ Leaping Far Total Public Number of Shares in issue	Approximate shareholding in the Company Immediately before Immediately after the issue of the the issue of the Consideration Shares Consideration Shares Number of Number of Shares Percentage Shares Percentage 600,000,000 12.69% 600,000,000 11.26% 100,000,000 2.11% 100,000,000 1.88% 700,000,000 14.80% 700,000,000 13.14% 601,120,000 12.71% 601,120,000 11.28% 601,120,000 12.71% 601,120,000 11.28% 368,399,602 7.80% 368,399,602 6.91% 368,399,602 7.80% 368,399,602 6.91% – – 600,000,000 11.26% 1,669,519,602 35.31% 2,269,519,602 42.59% 3,059,075,453 64.69% 3,059,075,453 57.41% 4,728,595,055 100.00% 5,328,595,055 100.00%	Approximate shareholding in the Company Immediately before Immediately after the issue of the the issue of the Consideration Shares Consideration Shares Number of Number of Shares Percentage Shares Percentage 600,000,000 12.69% 600,000,000 11.26% 100,000,000 2.11% 100,000,000 1.88% 700,000,000 14.80% 700,000,000 13.14% 601,120,000 12.71% 601,120,000 11.28% 601,120,000 12.71% 601,120,000 11.28% 368,399,602 7.80% 368,399,602 6.91% 368,399,602 7.80% 368,399,602 6.91% – – 600,000,000 11.26% 1,669,519,602 35.31% 2,269,519,602 42.59% 3,059,075,453 64.69% 3,059,075,453 57.41% 4,728,595,055 100.00% 5,328,595,055 100.00%
		42.59% 57.41%
		100.00%

Notes:

1. Benefit Rich Limited (“ Benefit ”) and Easymade Investments Limited (“ Easymade ”) are wholly-owned subsidiaries of Shougang Holding (Hong Kong) Limited (“ Shougang ”). As a result, Shougang is deemed to have interests in the Shares in which Benefit and Easymade are interested.

2. These shares are held by Sparkling Summer Limited (“ Sparkling Summer ”), which is an indirect whollyowned subsidiary of COL Capital Limited (“ COL ”). COL is 38.59% owned by Vigor Online Offshore Limited which in turn is a wholly-owned subsidiary of China Spirit Limited (“ China Spirit ”) in which Ms. Chong Sok Un maintains 100% beneficial interest. COL is therefore deemed to have interests in the Shares in which Sparkling Summer is interested. Ms. Chong Sok Un is therefore deemed to have interests in the Shares through her 100% interest in China Spirit. Ms. Chong Sok Un is an executive Director of the Company.

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LETTER FROM THE BOARD

1. The entire issued share capital of Profit Harbour Investments Limited (“ Profit Harbour ”) is owned by Mr. Yue Jialin. Mr. Yue Jialin is therefore deemed to have interests in the Shares in which Profit Harbour is interested. Mr. Yue Jialin is an executive Director of the Company.

2. For the avoidance of doubt, the underlying shares (as defined under the Securities and Futures Ordinance) held by the above mentioned parties are not included therein.

3. The percentage of shareholding is calculated on the basis of the Shares in issue of 4,728,595,055 as at the Latest Practicable Date.

As at the Latest Practicable Date, the authorised share capital of the Company is HK$800,000,000 divided into 8,000,000,000 Shares of HK$0.10 each, of which 4,728,595,055 Shares are issued. Pursuant to the Acquisition, the amount of the Consideration Shares to be issued under the Agreement is HK$60,000,000 divided into 600,000,000 new Shares of HK$0.10 each.

Save as disclosed above, the Directors are not aware that there is any party who, as at the Latest Practicable Date, was directly or indirectly, interested in 5% or more of the nominal value of the ordinary share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group in respect of such Shares.

Leaping Far does not hold any Shares. The beneficial owner of Leaping Far directly or indirectly holds 0.88% of the issued Shares which is substantially less than 30% of the entire issued share capital of the Company. To the best of the Company’s knowledge, information and belief and having made all reasonable enquiries with Leaping Far and its beneficial owner, there are no parties acting in concert with Leaping Far and its beneficial owner as at the Latest Practicable Date. Leaping Far will become a substantial shareholder of the Company after the Acquisition as it will hold 11.26% of the enlarged issued share capital of the Company upon allotment and issue of the Consideration Shares.

After the allotment and issue of the Consideration Shares, the Company is able to maintain 25% minimum public float requirements under Rule 13.32(1) of the Listing Rules.

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LETTER FROM THE BOARD

INFORMATION ABOUT ARI

ARI is a company incorporated in the B.V.I. with limited liability. The principal business activity of ARI is investment holding.

ARI is a direct wholly-owned subsidiary of the Company.

INFORMATION ABOUT GOOD CHINA

Good China is a company incorporated in the Cayman Islands with limited liability. The principal business activity of Good China is investment holding. The 100% equity interests in Upper China is the sole asset of Good China.

INFORMATION ABOUT LEAPING FAR

The Directors are advised that Leaping Far is a company incorporated in the B.V.I. with limited liability. It is engaged principally in investment holding.

There is no prior transaction between the Company and its subsidiaries, and Leaping Far and its ultimate beneficial owner.

The beneficial owner of Leaping Far is a business acquaintance of Mr. Liu Yongshun, the Chief Executive Officer of the Company. The transaction came to fruition as a result of their discussions and arms’ length negotiations between the parties to the Agreement.

INFORMATION ABOUT THE GROUP

The Company is a company incorporated in Bermuda with limited liability. Its securities are listed on the Main Board of the Stock Exchange.

The Group is principally engaged in (i) trading in base metals and commodities trading portfolio primarily focused on natural resources and related sectors; (ii) trading in fabric products and other merchandises with investment in the resources and related industries; and (iii) trading and investment in listed securities.

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LETTER FROM THE BOARD

SUMMARY OF FINANCIAL RESULTS OF GOOD CHINA

A summary of the unaudited consolidated accounts of Good China (including Upper China) as at 30 June 2008 is as follows:–

Non-current assets Current assets Current liabilities Net current liabilities	As at 30 June 2008 US$ 16,076,000.00 24,000.00 (16,125,575.13)
	(25,575.13)

No audited consolidated financial statements of Good China have been prepared since the date of its incorporation on 23 April 2007. The unaudited consolidated accounts of Good China are prepared in accordance with Generally Accepted Accounting Principles of Hong Kong.

The loss of Good China for the period from 23 April 2007 (date of incorporation) to 30 June 2008 per its unaudited consolidated accounts provided by Leaping Far was US$25,585.13.

After the completion of the Acquisition, the Company will own the entire issued share capital of Good China which will become an indirect wholly-owned subsidiary of the Company, and the accounts of Good China will be consolidated into the Company’s accounts.

SUMMARY OF FINANCIAL RESULTS OF THE JOINT VENTURE COMPANY

A summary of the audited results of the Joint Venture Company provided by Leaping Far for the two financial years ended 31 December 2006 and 31 December 2007 is as follows:–

	Year ended	31st December
	2006	2007
	RMB	RMB
Total holders’ equity	239,015,671.41	237,628,599.32
Net profit (before tax)	81,788,315.80	235,986,831.57
Net profit (after tax)	53,412,046.84	153,918,522.84

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LETTER FROM THE BOARD

The audited accounts of the Joint Venture Company are prepared in accordance with the Generally Accepted Accounting Principles of the PRC.

Upper China is the legal and beneficial owner of 49% equity interests of the Joint Venture Company. The rest of 51% equity interests of the Joint Venture Company are owned by other shareholders including 北京首鋼礦業投資有限公司 which is a substantial shareholder of the Joint Venture Company. 北京首鋼礦業投資有限公司 and Shougang Holding (Hong Kong) Limited are fellow subsidiaries of Shougang Corporation. Shougang Holding (Hong Kong) Limited is a substantial shareholder of the Company.

REASONS FOR AND BENEFITS OF THE ACQUISITION

The Company has endeavoured and will continue to seek to become a significant natural resources trading and investment company through the identification, evaluation and acquisition of strategic interests in quality natural resources assets (either indirectly through investment in, and support of, resources corporations or by direct investment in mineral projects) as a means to build an extensive portfolio of long term cash generating investments. This is to enhance the Company’s value in the context of natural resources industry consolidation by becoming a substantial stakeholder therein. The Company is still on the lookout for good investment opportunities to maximise return for the Shareholders.

The Acquisition is thus consistent with the strategy of the Company of exploring geographic regions in terms of natural resources and commodity markets which it believes present attractive opportunities and where rationalisation and consolidation is likely to occur. The Acquisition is anticipated to produce a higher return on assets with increase in profit and value of the Company to the benefit of the Shareholders as a whole because the market demand for iron ore concentrates is increasing and of the continued increase in market price of iron ore concentrates in the PRC, and the relevant company owns the entire issued share capital of Upper China which in turn owns 49% equity interests in the Joint Venture Company which is engaged in the business of iron ore mining and production of iron ore concentrates in the PRC. Therefore, the Acquisition can bring increase in profit and value of the Company through the business of the Joint Venture Company. Upon completion of the Acquisition, Leaping Far will procure three directors nominated by ARI to sit on the board of directors (with a total membership of 7) of the Joint Venture Company and one of the directors so nominated by ARI shall act as chairman and legal representative of the Joint Venture Company. The chairman of the Joint Venture Company has no casting vote under the existing articles of association of the Joint Venture Company.

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LETTER FROM THE BOARD

Upon Completion, there will be an increase in non-current assets representing investment in associated company, decrease in cash by HK$600,000,000 and increase in share capital in the amount of HK$60,000,000 divided into 600,000,000 new Shares at HK$0.10 each. Since the actual method of financing the Acquisition has not yet been determined by the Company, whether there is any effect of the Acquisition on the liabilities cannot be determined at this stage. In any event, it is expected that the Completion of the Acquisition will not have any adverse effect on the Company’s earnings, assets and liabilities.

Having regard to the nature of and the benefits resulting from the Acquisition and in view of the current market conditions which refer to the rising demand for raw materials and metals and commodities in the current market condition with increasing market price of iron ore concentrates, the Directors believe that the terms of the Acquisition are fair and reasonable and in the interests of the Shareholders taken as a whole. It represents a good opportunity for the Company to increase its investment further in the natural resources industry upon which to build a significant investment as well as natural resources and commodities trading company primarily focused on the natural resources and related sectors.

LISTING RULES IMPLICATIONS

The transactions contemplated in the Agreement constitute discloseable transactions for the Company under Rule 14.06(2) of the Listing Rules, on the basis that the calculation of the relevant percentage ratios are within the range of 2% and 25%.

ADDITIONAL INFORMATION

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

Yours faithfully, On behalf of the Board APAC RESOURCES LIMITED Cao Zhong

Chairman

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GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group.

The Directors collectively and individually accept the responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their information, knowledge and belief, there are no other facts not contained in this circular, the omission of which would make any statement herein misleading.

2. DISCLOSURE OF INTERESTS BY DIRECTORS AND CHIEF EXECUTIVES

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executives of the Company in the Shares, underlying shares and debentures of the Company or any of 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 interest or 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 the Directors of Listed Issuers contained in the Listing Rules, were as follows:

(a) Long position in Shares

Capacity in which Name of Directors interests are held Mr. Cao Zhong Beneficial owner Mr. Liu Yongshun Beneficial owner Ms. Chong Sok Un Beneficial owner and interest of controlled corporation_(Note 3)_	Number of shares/underlying shares Total interests held in the Company as to % to the Interests issued share Interests under equity Total capital of in shares derivatives Interests the Company (Note 1) – 133,000,000 133,000,000 2.81% (Note 2) – 150,000,000 150,000,000 3.17% (Note 2) 601,120,000 115,000,000 716,120,000 15.14% (Note 2 & 4) (Note 5)

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APPENDIX

GENERAL INFORMATION

Mr. Zhou Luyong Beneficial owner Mr. Chen Zhaoqiang Beneficial owner Mr. Yue Jialin Interest of controlled corporation_(Note 6)_ Mr. Wong Wing Beneficial owner Kuen, Albert Mr. Chang Chu Fai, Beneficial owner Johnson Francis Capacity in which Name of Directors interests are held

– 33,000,000 33,000,000 0.70% (Note 2) – 33,000,000 33,000,000 0.70% (Note 2) 368,399,602 119,339,960 487,739,562 10.31% (Note 7) – 3,000,000 3,000,000 0.06% (Note 2) – 2,000,000 2,000,000 0.04% (Note 2) Number of shares/underlying shares Total interests held in the Company as to % to the Interests issued share Interests under equity Total capital of in shares derivatives Interests the Company (Note 1)

Notes:

1. The percentage of shareholding was calculated on the basis of the Company’s issued share capital of 4,728,595,055 Shares as at the Latest Practicable Date.

2. The relevant interests are share options granted pursuant to the Company’s share option scheme adopted on 22 September 2004 (the “ Scheme ”). Upon exercise of the share options in accordance with the Scheme, the Shares in the share capital of the Company are issuable.

3. These shares are held by Sparkling Summer Limited (“ Sparkling Summer ”), which is an indirect wholly-owned subsidiary of COL Capital Limited (“ COL ”). COL is 38.59% owned by Vigor Online Offshore Limited which in turn is a wholly-owned subsidiary of China Spirit Limited (“ China Spirit ”) in which Ms. Chong Sok Un maintains 100% beneficial interest. COL is therefore deemed to have interests in the Shares in which Sparkling Summer is interested. Ms. Chong Sok Un is therefore deemed to have interests in the Shares through her 100% interest in China Spirit.

4. This represented 110,000,000 share options granted to Ms. Chong and interests in 5,000,000 Warrants giving rise to an interest in 5,000,000 underlying shares held by Sparkling Summer.

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GENERAL INFORMATION

APPENDIX

1. This represented an interest in 601,120,000 Shares held by Sparkling Summer, 110,000,000 share options granted to Ms. Chong and an interest in 5,000,000 Warrants giving rise to an interest in 5,000,000 underlying shares held by Sparkling Summer.

2. These Shares are registered/will be registered (as the case may be) in the name of and beneficially owned by Profit Harbour Investments Limited, the entire issued share capital of which is owned by Mr. Yue Jialin.

3. This represented an interest in 368,399,602 Shares and an interest in 119,339,960 Warrants giving rise to an interest in 119,339,960 underlying shares.

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 or short positions in the Shares, underlying shares or debentures of the Company or any of its associated corporation (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 or 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.

Save as disclosed above, none of the Directors or proposed directors of the Company (if any) had any interest or short position in Shares or underlying Shares of the Company which would fall to be disclosed pursuant to the provision of Divisions 2 and 3 of Part XV of the SFO.

(b) Interests in competing businesses

As at the Latest Practicable Date, none of the Directors nor their respective associates had any business which competes or is likely to compete, either directly or indirectly, with any businesses of the Group.

(c) Interests in assets

As at the Latest Practicable Date, none of the Directors had any direct or indirect interests in any assets which had been acquired or disposed of by, or leased to, or which were proposed to be acquired or disposed of by or leased to any members of the Group since 31 December 2007, being the date to which the latest published audited consolidated financial statements of the Company were made up.

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GENERAL INFORMATION

APPENDIX

(d) Interests in contracts

None of the Directors was materially interested in any contracts or arrangements entered into by any members of the Group and subsisting as at the Latest Practicable Date which were significant in relation to the business of the Group.

(e) Remuneration of the Directors

There will be no variation in relation to the remuneration payable to and benefits in kind receivable by the Directors in consequence of the Acquisition.

3. DISCLOSURE OF INTERESTS BY SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, so far as is known to the Directors and chief executive of the Company, the following persons (not being Directors or chief executives of the Company) had, or were deemed to have, interests or short positions in the Shares and underlying shares of the Company which would fall to be disclosed to the Company or the Stock Exchange under the provisions of Divisions 2 and 3 of part XV of the SFO or who were, directly or indirectly, interested in 10 per cent. or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group or had an option in respect of such capital:

Long position in Shares and underlying Shares

Capacity in which Name of Shareholders interests are held Benefit Rich Limited Interest of controlled corporation_(Note 3) Easymade Investments Interest of controlled Limited corporation(Note 3) Shougang Holding Beneficial owner (Hong Kong) Limited (Note 4)_	Number of shares/underlying shares Total interests held in the Company as to % to the Interests issued share Interests under equity Total capital of in shares derivatives Interests the Company (Note 1) 600,000,000 60,000,000 660,000,000 13.96% (Note 2) 100,000,000 – 100,000,000 2.11% 700,000,000 60,000,000 760,000,000 16.07%

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APPENDIX

GENERAL INFORMATION

COL Capital Limited Interest of controlled corporation_(Note 5) Ms. Chong Sok Un Beneficial owner and interest of controlled corporation(Note 8) Profit Harbour Investments Interest of controlled Limited corporation(Note 9)_ Mr. Yue Jialin Beneficial owner and interest of controlled corporation Capacity in which Name of Shareholders interests are held

601,120,000 5,000,000 606,120,000 12.82% (Note 6) (Note 7) 601,120,000 115,000,000 716,120,000 15.14% (Note 6) (Note 7) 368,399,602 119,339,960 487,739,562 10.31% (Note 10) 368,399,602 119,339,960 487,739,562 10.31% (Note 10) Number of shares/underlying shares Total interests held in the Company as to % to the Interests issued share Interests under equity Total capital of in shares derivatives Interests the Company (Note 1)

Notes:

1. The percentage of shareholding was calculated on the basis of the Company’s issued share capital of 4,728,595,055 Shares as at the Latest Practicable Date.

2. This represented an interest in 600,000,000 Shares and an interest in 60,000,000 Warrants giving rise to an interest in 60,000,000 underlying shares.

3. Benefit Rich Limited (“ Benefit ”) and Easymade Investments Limited (“ Easymade ”) are wholly-owned subsidiaries of Shougang Holding (Hong Kong) Limited (“ Shougang ”) as at the Latest Practicable Date.

4. Benefit and Easymade are wholly-owned subsidiaries of Shougang as at the Latest Practicable Date. As a result, Shougang was deemed to have the same long position as Benefit and Easymade under the SFO.

5. These shares are held by Sparkling Summer Limited (“ Sparkling Summer ”), which is an indirect whollyowned subsidiary of COL Capital Limited (“ COL ”). COL is 38.59% owned by Vigor Online Offshore Limited which in turn is a wholly-owned subsidiary of China Spirit Limited (“ China Spirit ”) in which Ms. Chong Sok Un maintains 100% beneficial interest. COL is therefore deemed to have interests in the Shares and underlying shares in which Sparkling Summer is interested.

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GENERAL INFORMATION

APPENDIX

1. This represented 110,000,000 share options granted to Ms. Chong Sok Un and an interest in 5,000,000 Warrants giving rise to an interest in 5,000,000 underlying shares held by Sparkling Summer.

2. This represented an interest in 601,120,000 Shares held by Sparkling Summer, 110,000,000 share options granted to Ms. Chong Sok Un and an interest in 5,000,000 Warrants giving rise to an interest in 5,000,000 underlying shares held by Sparkling Summer.

3. Ms. Chong Sok Un is therefore deemed to have interests in the Shares and the underlying shares of the Company through her 100% interest in China Spirit.

4. The entire issued share capital of Profit Harbour Investments Limited (“ Profit Harbour ”) is owned by Mr. Yue Jialin.

5. This represented an interest in 368,399,602 Shares and an interest in 119,339,960 Warrants giving rise to an interest in 119,339,960 underlying Shares. Mr. Yue Jialin is deemed to have interests in these Shares and the underlying shares of the Company through his 100% interests in Profit Harbour.

Save as disclosed above, as at the Latest Practicable Date, the Directors and chief executive of the Company were not aware of any other persons (other than Directors or chief executives of the Company) who had, or were deemed to have, interests or short positions in the Shares and underlying shares (including any interests in options in respect of such capital), which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly, interested in 10 per cent. or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group or had any option in respect of such capital.

4. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any members of the Group excluding contracts expiring or determinable by the employer within one year without payment of compensations other than statutory compensation.

5. MATERIAL LITIGATIONS

As at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened by or against any member of the Group.

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GENERAL INFORMATION

APPENDIX

6. CORPORATE INFORMATION

Registered office Clarendon House 2 Church Street Hamilton HM11 Bermuda Head office and principal place of business 32nd Floor China Online Centre 333 Lockhart Road Wanchai Hong Kong Hong Kong branch share registrar and Tricor Secretaries Limited transfer office 26th Floor Tesbury Centre 28 Queen’s Road East Wanchai Hong Kong

7. GENERAL

• (a) The company secretary of the Company is Ms. Fung Sam Ming. Ms. Fung is an associate member of The Institute of Chartered Secretaries and Administrators.

• (b) The qualified accountant of the Company appointed pursuant to Rule 3.24 of the Listing Rules is Mr. Cheung Hok Wai. Mr. Cheung is a fellow member of The Association of Chartered Certified Accountants and an associate member of The Hong Kong Institute of Certified Public Accountants.

• (c) This circular is prepared in both English and Chinese. In the event of inconsistency, the English text shall prevail.

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