Persistence Gold Group Ltd — Proxy Solicitation & Information Statement 2012

Oct 22, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser immediately.

If you have sold or transferred all your securities in APAC Resources Limited, you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation to its 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 this circular.

APAC RESOURCES LIMITED

亞 太 資 源 有 限 公 司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1104)

PROPOSALS FOR

(1) RE-ELECTION OF DIRECTORS

(2) GENERAL MANDATES TO ISSUE SECURITIES AND TO REPURCHASE SHARES

A notice convening the annual general meeting of APAC Resources Limited to be held at Lower Lobby, Plaza 1–2, Novotel Century Hong Kong Hotel, 238 Jaffe Road, Wanchai, Hong Kong on Wednesday, 5 December 2012 at 2:30 p.m. is set out on pages 15 to 18 of this circular. Whether or not you are able to attend the said meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions thereon and return the same to the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so desire.

• For identification purpose only

22 October 2012

CONTENTS

		Pages
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
General	Mandates to Issue Securities and to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . .	4
Annual	General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6
General	Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	— Details of Retiring Directors proposed to be re-elected . . . . . . . . . . . . . . .	7
Appendix II	— Explanatory Statement as to Repurchase Mandate . . . . . . . . . . . . . . . . . . .	10
Appendix III — Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		15

– i –

DEFINITIONS

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

‘‘Act’’	the Companies Act 1981 of Bermuda;
‘‘AGM’’	the annual general meeting of the Company to be held at Lower
	Lobby, Plaza 1–2, Novotel Century Hong Kong Hotel, 238 Jaffe
	Road, Wanchai, Hong Kong on Wednesday, 5 December 2012 at
	2:30 p.m.;
‘‘AGM Notice’’	the notice convening the AGM as set out in Appendix III to this
	circular;
‘‘Board’’	the board of Directors;
‘‘Bye-laws’’	the bye-laws of the Company;
‘‘Company’’	APAC Resources Limited, a company incorporated in Bermuda
	with limited liability, the Shares of which are listed on the Main
	Board of the Stock Exchange (Stock Code: 1104);
‘‘Director(s)’’	the director(s) of the Company;
‘‘Group’’	the Company and its subsidiaries;
‘‘Hong Kong’’	the Hong Kong Special Administrative Region of the PRC;
‘‘Issuance Mandate’’	as defined in paragraph 3(a) of the Letter from the Board in this
	circular;
‘‘Latest Practicable Date’’	16 October 2012, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information included herein;
‘‘Listing Rules’’	the Rules Governing the Listing of Securities on the Stock
	Exchange;
‘‘PRC’’	the People’s Republic of China;
‘‘Repurchase Mandate’’	as defined in paragraph 3(b) of the Letter from the Board in this
	circular;
‘‘SFO’’	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong);
‘‘Share(s)’’	ordinary share(s) of HK$0.10 each in the share capital of the
	Company;
‘‘Shareholder(s)’’	registered holder(s) of Shares;

– 1 –

DEFINITIONS

‘‘Stock Exchange’’ ‘‘Takeovers Code’’ ‘‘%’’

The Stock Exchange of Hong Kong Limited; Hong Kong Code on Takeovers and Mergers; and per cent.

– 2 –

LETTER FROM THE BOARD

APAC RESOURCES LIMITED 亞 太 資 源 有 限 公 司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1104)

Executive Directors:

Ms. Chong Sok Un (Chairman) Mr. Andrew Ferguson (Chief Executive Officer)

Mr. Yue Jialin Mr. Kong Muk Yin

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Non-Executive Directors:

Mr. Lee Seng Hui Mr. So Kwok Hoo Mr. Peter Anthony Curry

Independent Non-Executive Directors:

Head office and principal place of business:

32/F, China Online Centre 333 Lockhart Road Wanchai Hong Kong

Dr. Wong Wing Kuen, Albert Mr. Chang Chu Fai, Johnson Francis Mr. Robert Moyse Willcocks

22 October 2012

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

(1) RE-ELECTION OF DIRECTORS

(2) GENERAL MANDATES TO ISSUE SECURITIES AND TO REPURCHASE SHARES

1. INTRODUCTION

The purpose of this circular is to provide you with the information regarding resolutions to be proposed at the AGM relating to (i) re-election of Directors, (ii) the granting to the Directors of the Issuance Mandate and Repurchase Mandate and (iii) a notice to convene the AGM to approve, among other things, the re-election of Directors and the proposal for the granting of the Issuance Mandate and Repurchase Mandate.

• For identification purpose only

– 3 –

LETTER FROM THE BOARD

2. RE-ELECTION OF DIRECTORS

Pursuant to Bye-laws 87(1) and 87(2) at each annual general meeting, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation. A retiring Director shall be eligible for re-election. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot.

Pursuant to Bye-law 86(2), the Directors shall have power from time to time and at any time to appoint any person as a Director either to fill a causal vacancy on the Board or, subject to authorisation by the Shareholders in general meeting, as an addition to the existing Board but so that the number of Directors so appointed shall not exceed any maximum number determined from time to time by the Shareholders in general meeting. Any Director so appointed by the Board shall hold office only until the next following general meeting (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the Board) and shall then be eligible for re-election at that meeting. Pursuant to Bye-law 87(2), any Director appointed pursuant to Bye-law 86(2) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.

In accordance with Bye-law 87, Ms. Chong Sok Un, Mr. Kong Muk Yin, Mr. Yue Jialin and Mr. Lee Seng Hui will retire at the forthcoming AGM and, other than Mr. Yue Jialin, the other retiring Directors being eligible, offer themselves for re-election. Mr. Yue Jialin has informed the Company that he has elected not to offer himself for re-election at the AGM as he wishes to devote more time to his other business commitments. Mr. Yue has confirmed that he has no disagreement with the Board and there are no matters that need to be brought to the attention of the Shareholders in relation to his retirement.

Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any directors proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such reelection or appointment is subject to shareholders’ approval at that relevant general meeting. A brief biographical details of the retiring Directors proposed to be re-elected are set out in Appendix I to this circular.

3. GENERAL MANDATES TO ISSUE SECURITIES AND TO REPURCHASE SHARES

At the annual general meeting of the Company held on 28 September 2011, ordinary resolutions were passed for the granting of general mandates to the Directors, inter alia,

• (i) to allot, issue or otherwise deal with Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at that date (the ‘‘Existing Issuance Mandate’’); and

– 4 –

LETTER FROM THE BOARD

• (ii) to repurchase Shares representing up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at that date (the ‘‘Existing Repurchase Mandate’’).

The Existing Issuance Mandate and the Existing Repurchase Mandate will lapse upon the conclusion of the AGM. The Directors consider that the Existing Issuance Mandate and the Existing Repurchase Mandate increase the flexibility in the Company’s affairs and are in the interests of the Shareholders, and that the same should continue to be adopted by the Company.

It will therefore be proposed at the forthcoming AGM to approve the granting of new general mandates to the Directors to exercise the power of the Company:

• (a) to allot, issue and deal with new Shares and to make or grant offers, agreements and options, including warrants to subscribe for Shares and other rights of subscription for or conversion into Shares, of an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of such resolution (‘‘Issuance Mandate’’); and

• (b) to repurchase Shares on the Stock Exchange of an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of such resolution (‘‘Repurchase Mandate’’).

Assuming that there is no further issuance, allotment of and dealing in new Shares of the Company from the Latest Practicable Date to the date of AGM, a maximum of 1,362,385,598 new Shares, representing 20% of the aggregate nominal amount of the issued share capital of the company, shall be allotted, issued and dealt with under the Issuance Mandate.

The Issuance Mandate and Repurchase Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the AGM or any earlier date as referred to in ordinary resolutions 4 and 5 set out in the AGM Notice. Resolutions authorising the extension of the Issuance Mandate to include the aggregate nominal amount of Shares repurchased (if any) under the Repurchase Mandate will be proposed as ordinary resolution 6 set out in the AGM Notice. With reference to the Issuance Mandate and Repurchase Mandate, the Directors wish to state that they have no immediate plan to issue any Shares or repurchase any Shares pursuant thereto.

An explanatory statement containing the particulars required by the Listing Rules to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to approve the granting of the Repurchase Mandate is set out in Appendix II to this circular.

4. ANNUAL GENERAL MEETING

The AGM Notice is set out in Appendix III to this circular. At the AGM, ordinary resolutions will be proposed to approve, inter alia, the re-election of Directors and the granting of the Issuance Mandate and the Repurchase Mandate.

A form of proxy is enclosed with this circular for use at the AGM. Whether or not you are able to attend this meeting, you are requested to complete and return the enclosed form of proxy to the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited at 26th Floor, Tesbury Centre,

– 5 –

LETTER FROM THE BOARD

28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the holding of the meeting. Completion and return of a form of proxy will not preclude you from attending and voting at the meeting in person if you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll (except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands). Accordingly, all resolutions to be proposed at the AGM as set out in the AGM Notice shall be voted by poll.

5. RECOMMENDATION

The Directors consider that the proposed ordinary resolutions for approval of the re-election of Directors and the granting of the Issuance Mandate and the Repurchase Mandate are each in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders vote in favour of the relevant ordinary resolutions and special resolution to be proposed at the AGM.

6. GENERAL INFORMATION

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

Yours faithfully, By Order of the Board APAC Resources Limited Chong Sok Un Chairman

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DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX I

The details of the retiring Directors proposed to be re-elected at the AGM are set out below:

Ms. Chong Sok Un (莊舜而), MH, aged 57, was appointed as an Executive Director of the Company on 6 July 2007 and has been re-designated as the Chairman of the Company since 20 October 2009. Ms. Chong holds various directorships in subsidiaries of the Company. Ms. Chong is currently an executive director and the chairman of COL Capital Limited (Stock Code:383), a substantial shareholder of the Company and a company listed on the Main Board of the Stock Exchange. She has been the chairman of Long Island Golf & Country Club, Dongguan, the PRC since September 1998. Ms. Chong was awarded the Medal of Honour (MH) by the Government of the Hong Kong Special Administrative Region on 1 July 2011. She is a member of Dongguan Committee of the Chinese People’s Political Consultative Conference, the Honorary Director of the Chinese Red Cross Foundation, Permanent Honorary Chairman of the Hong Kong Federation of Fujian Associations and Vice Chairman of the Hong Kong Federation of Fujian Associations Ladies Committee. She is now the namer and director of YOT Chong Sok Un Medical Fund (cancer aid) and a member of Yan Oi Tong Advisory Board. Ms. Chong was the chairman of the 31st Term of the Board of Directors of Yan Oi Tong 2010-2011. From 25 June 2007 to 23 April 2009, she was a non-executive director of ChinaVision Media Group Limited (Stock Code: 1060), a company listed on the Main Board of the Stock Exchange.

Save as disclosed herein, Ms. Chong did not hold any directorship in other listed public companies in the past three years and does not have any relationship with any Directors, senior management, substantial or controlling Shareholders of the Company.

A letter of appointment was entered into between the Company and Ms. Chong for a term of three years which took effect from 1 June 2012. Ms. Chong is entitled to receive an annual remuneration of HK$1,240,000 which was determined with reference to her duties and responsibilities within the Group and the prevailing market conditions. During the year ended 30 June 2012, Ms. Chong received a remuneration of HK$1,227,000. Ms. Chong is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the Bye-laws.

As at the Latest Practicable Date, Ms. Chong was deemed to have interests in the Shares in which COL Capital Limited (‘‘COL’’) is interested through her 100% interests in China Spirit Limited (‘‘China Spirit’’). These Shares are held by (i) Rise Cheer Investments Limited (‘‘Rise Cheer’’) as to 1,124,640,000 Shares and (ii) Taskwell Limited (‘‘Taskwell’’) as to 906,299,562 Shares, both are wholly-owned subsidiaries of Besford International Limited (‘‘Besford’’). Besford is a wholly-owned subsidiary of COL. Accordingly, COL is deemed to have interests in the Shares in which Rise Cheer and Taskwell are interested. As at the Latest Practicable Date, COL was 71.89% owned by Vigor Online Offshore Limited which in turn is a wholly-owned subsidiary of China Spirit in which Ms. Chong maintains 100% beneficial interest.

Save as disclosed herein, Ms. Chong does not have any interest in the securities of the Company within the meaning of Part XV of the SFO.

In addition, Ms. Chong is not aware of any other matters that are required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules or any other matters that need to be brought to the attention of the Shareholders.

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DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX I

Ms. Chong is the chairman of the Board and the nomination committee of the Company and a member of the remuneration committee of the Company.

Mr. Kong Muk Yin (江木賢), aged 46, was appointed as an Executive Director of the Company on 4 November 2009. Mr. Kong holds various directorships in subsidiaries of the Company. Mr. Kong graduated from City University of Hong Kong with a Bachelor’s Degree in Business Studies. He is a fellow member of The Association of Chartered Certified Accountants, a member of the Hong Kong Institute of Certified Public Accountants and a Chartered Financial Analyst. He has extensive experience in corporate finance, financial management, accounting and auditing. Mr. Kong is currently an executive director of COL Capital Limited (Stock Code: 383), a substantial shareholder of the Company and a non-executive director of ChinaVision Media Group Limited (Stock Code: 1060) after his re-designation from executive director to non-executive director on 30 December 2010, both of which are companies listed on the Main Board of the Stock Exchange. He is also a director of Mabuhay Holdings Corporation and Interport Resources Corporation, companies listed on the Philippine Stock Exchange, Inc.. From 13 October 2009 to 21 January 2010, he was an executive director of Greenfield Chemical Holdings Limited (Stock Code: 582), which is listed on the Main Board of the Stock Exchange.

Save as disclosed herein, Mr. Kong did not hold any directorship in other listed public companies in the past three years and does not have any relationship with any Directors, senior management, substantial or controlling Shareholders of the Company.

A letter of appointment was entered into between the Company and Mr. Kong for a term of three years which took effect from 1 June 2012. Mr. Kong is entitled to receive an annual remuneration of HK$240,000 which was determined with reference to his duties and responsibilities within the Group and the prevailing market conditions. During the year ended 30 June 2012, Mr. Kong received a remuneration of HK$240,000. Mr. Kong is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the Bye-laws.

As at the Latest Practicable Date, Mr. Kong does not have any interest in the securities of the Company within the meaning of Part XV of the SFO.

In addition, Mr. Kong is not aware of any other matters that are required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules or any other matters that need to be brought to the attention of the Shareholders.

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DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX I

Mr. Lee Seng Hui (李成輝), aged 43, was appointed as a Non-Executive Director of the Company on 2 October 2009. Mr. Lee graduated with Honours from the Law School of the University of Sydney. Previously, he worked with Baker & McKenzie and N M Rothschild & Sons (Hong Kong) Limited. Mr. Lee is the chief executive and an executive director of Allied Group Limited (Stock Code: 373) and Allied Properties (H.K.) Limited (Stock Code: 56). He is also the chairman and a non-executive director of Tian An China Investments Company Limited (Stock Code: 28). These three companies are listed on the Main Board of the Stock Exchange. He is a non-executive director of Tanami Gold NL (Stock Code: TAM) and Mount Gibson Iron Limited (Stock Code: MGX), both of which are listed on the Australian Stock Exchange.

Save as disclosed herein, Mr. Lee did not hold any directorship in other listed public companies in the past three years and does not have any relationship with any of the Directors, senior management, substantial or controlling Shareholders of the Company.

A letter of appointment was entered into between the Company and Mr. Lee for a term of three years which took effect from 1 June 2012. Mr. Lee is entitled to receive an annual remuneration of HK$190,000 which was determined with reference to his duties and responsibilities within the Group and the prevailing market conditions. During the year ended 30 June 2012, Mr. Lee has received a remuneration of HK$177,000. Mr. Lee is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the Bye-laws.

As at the Latest Practicable Date, Mr. Lee does not have any interest in the securities of the Company within the meaning of Part XV of the SFO.

In addition, Mr. Lee is not aware of any other matters that are required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules or any other matters that need to be brought to the attention of the Shareholders.

Mr. Lee is a member of the audit committee, the remuneration committee and the nomination committee of the Company.

The Company adopted the model set out in Code Provision B.1.2(c)(ii) of Appendix 14 to the Listing Rules as its remuneration model. This model stipulates that the remuneration committee shall make recommendations to the board on the remuneration packages of individual executive directors and senior management. The remuneration committee of the Company would take into consideration, among other things, the duties and responsibilities of the Directors and the prevailing market conditions when determining their remuneration.

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EXPLANATORY STATEMENT AS TO REPURCHASE MANDATE

APPENDIX II

This appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the AGM in relation to the Repurchase Mandate.

LISTING RULES FOR REPURCHASE OF SECURITIES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities (which shall include, where the context permits, shares of all classes and securities which carry a right to subscribe or purchase shares) on the Stock Exchange subject to certain restrictions amongst which the Listing Rules provided that the shares proposed to be repurchased by a company must be fully-paid up and all repurchases of shares by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of shareholders either by way of general mandate to the Directors to make such repurchases or by specific approval of a particular transaction.

SHARE CAPITAL

As at the Latest Practicable Date, there were in issue an aggregate of 6,811,927,990 Shares. Subject to the passing of the proposed resolution in respect of the granting of the Repurchase Mandate and on the basis that no further Shares are issued and repurchased prior to the AGM, the Company would be permitted under the Repurchase Mandate to repurchase a maximum of 681,192,799 Shares, representing 10% of the Shares in issue as at the date of granting of the Repurchase Mandate.

REASONS FOR REPURCHASES

The Directors believe that an authority to repurchase Shares is in the best interests of the Company and the Shareholders.

Repurchases may, depending on the market conditions and funding arrangement of the Company at the time, result in an increase in earnings per share. The Directors are seeking the Repurchase Mandate so as to give the Company additional flexibility to do so if and when appropriate. The number of Shares to be purchased on occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

While it is not possible to anticipate any specific circumstances in which the Directors might think it appropriate to repurchase Shares, Shareholders can be assured that the Directors would only make repurchases in circumstances where they consider it to be in the best interests of the Company and the Shareholders as a whole.

FUNDING OF REPURCHASES

In repurchasing Shares, the Company must fund the repurchase entirely from the Company’s available cash flow or working capital facilities legally available for such purpose in accordance with its memorandum of association and the Bye-laws, the Listing Rules and the laws of Bermuda.

The Act provides that the amount of capital paid in connection with a share repurchase may only be paid out of the capital paid up on the relevant shares, or out of funds of the Company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of shares made

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EXPLANATORY STATEMENT AS TO REPURCHASE MANDATE

APPENDIX II

for the purpose of the share repurchase. The Act further provides that the amount of premium (if any) payable on repurchase may only be paid out of either the funds that would otherwise be available for distribution or dividend or out of the share premium account of the Company. The shares repurchased will be treated as cancelled and the amount of the Company’s issued share capital will be diminished by the nominal value of such shares, but the aggregate amount of the Company’s authorised share capital will not be thereby reduced.

On the basis of the consolidated statement of financial position of the Company as at 30 June 2012 (being the date to which the latest published audited financial statements of the Company have been made up) and in particular the working capital position of the Group at that time and the number of Shares in issue as at the Latest Practicable Date, the Directors consider that there would not be a material adverse impact on the working capital position and the gearing position of the Group in the event that repurchases of all the Shares were to be carried out in full during the proposed mandate period. However, no repurchase would be made in circumstances that would have a material adverse impact on the working capital position and the gearing position of the Group (as compared with the financial position disclosed in its latest published audited consolidated financial statements) unless the Directors consider that such repurchases are in the best interest of the Company.

DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases pursuant to the proposed resolution in accordance with the Listing Rules and all applicable laws of Bermuda and in accordance with the regulations set out in the memorandum of association and the Bye-laws.

DIRECTORS AND CONNECTED PERSONS

None of the Directors nor (to the best of the knowledge and belief of the Directors and having made all reasonable enquiries) any associates (as defined in the Listing Rules) of the Directors who have any present intention, in the event that the grant to the Directors of the Repurchase Mandate is approved by the Shareholders, of selling Shares to the Company.

No persons who are connected persons of the Company have notified the Company that they have a present intention to sell Shares to the Company, nor have they undertaken not to sell any of Shares held by them to the Company in the event that the Company is authorised to make repurchases of Shares.

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EXPLANATORY STATEMENT AS TO REPURCHASE MANDATE

APPENDIX II

HONG KONG CODE ON TAKEOVERS AND MERGERS

If, on the exercise of the power to repurchase the Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting capital of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code and, if such increase results in a change of control, may in certain circumstances give rise to an obligation to make a mandatory offer for the securities of the Company under Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, according to the register kept by the Company pursuant to Section 336(1) of the SFO, to the best of the knowledge and belief of the Directors:

• (i) Shougang Fushan Resources Group Limited (‘‘Shougang Fushan’’), a substantial Shareholder together with its concerted parties, held 956,000,000 Shares, representing approximately 14.03% of the issued share capital of the Company.

• (ii) COL Capital Limited (‘‘COL’’), a substantial Shareholder together with its concerted parties, held 2,030,939,562 Shares, representing approximately 29.81% of the issued share capital of the Company. COL is 71.89% indirectly owned by Ms. Chong Sok Un and therefore Ms. Chong is deemed to have interests in the Shares in which COL is interested.

On the basis of 6,811,927,990 Shares in issue as at the Latest Practicable Date and assuming no further issue or repurchase of Shares prior to the date of the AGM, if the Repurchase Mandate were exercised in full, the shareholding percentage (if the present shareholding remains the same) of Shougang Fushan and COL, together with all their respective concerted parties would increase to approximately 15.59% and 33.13% respectively. Such increase will give rise to an obligation on the part of COL to make a general offer for all the shares not already owned by it and agreed to be acquired by it under Rules 26 and 32 of the Takeovers Code.

Save as aforesaid, the Directors are not aware of any other consequences which will arise under the Takeovers Code as a result of the exercise of the power in full under the Repurchase Mandate.

The Directors have no intention to exercise the Repurchase Mandate to an extent that the aggregate amount of the share capital of the Company in public hands would be reduced to less than 25% of the issued share capital of the Company.

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EXPLANATORY STATEMENT AS TO REPURCHASE MANDATE

APPENDIX II

SHARE PRICES

During each of the twelve months preceding the Latest Practicable Date, the highest and lowest traded prices for Shares on the Stock Exchange were as follows:

	Share	Price
	Highest	Lowest
	HK$	HK$
2011
October	0.325	0.215
November	0.345	0.285
December	0.360	0.310
2012
January	0.405	0.330
February	0.400	0.330
March	0.370	0.340
April	0.360	0.330
May	0.340	0.265
June	0.300	0.270
July	0.300	0.244
August	0.285	0.241
September	0.275	0.240
October (up to the Latest Practicable Date)	0.260	0.240

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EXPLANATORY STATEMENT AS TO REPURCHASE MANDATE

APPENDIX II

SHARE REPURCHASE MADE BY THE COMPANY

During the six months preceding the Latest Practicable Date, the Company repurchased a total of 24,260,000 Shares at an aggregate consideration of HK$8,260,900 on the Stock Exchange. Details of the repurchase of such Shares are as follows:

Date of Repurchase 2 April 2012 10 April 2012 12 April 2012 13 April 2012 16 April 2012 20 April 2012 15 May 2012 16 May 2012 18 May 2012 21 May 2012 22 May 2012 25 May 2012 20 June 2012 21 June 2012 TOTAL	No. of Shares Price per Share Highest Lowest HK$ HK$ 340,000 0.340 0.340 380,000 0.350 0.350 3,220,000 0.350 0.345 14,240,000 0.350 0.350 1,500,000 0.350 0.350 1,500,000 0.340 0.340 320,000 0.300 0.300 320,000 0.295 0.290 400,000 0.280 0.265 100,000 0.265 0.265 320,000 0.270 0.270 500,000 0.270 0.270 720,000 0.290 0.285 400,000 0.285 0.285 24,260,000	Aggregate Consideration HK$ 115,600 133,000 1,124,900 4,984,000 525,000 510,000 96,000 93,800 109,000 26,500 86,400 135,000 207,700 114,000
		8,260,900

Save as disclosed herein, there was no repurchase by the Company, or any of its subsidiaries, of any listed securities of the Company during the six months preceding the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

APAC RESOURCES LIMITED

亞 太 資 源 有 限 公 司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1104)

NOTICE IS HEREBY GIVEN that the annual general meeting of APAC Resources Limited (the ‘‘Company’’) will be held at Lower Lobby, Plaza 1–2, Novotel Century Hong Kong Hotel, 238 Jaffe Road, Wanchai, Hong Kong on Wednesday, 5 December 2012 at 2:30 p.m. for the following purposes:

ORDINARY BUSINESS

1. To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors of the Company (the ‘‘Directors’’) and the auditor of the Company for the year ended 30 June 2012.

2. (a) To re-elect the following persons:

   • i. Ms. Chong Sok Un as executive Director

   • ii. Mr. Kong Muk Yin as executive Director

   • iii. Mr. Lee Seng Hui as non-executive Director

3. (b) To authorise the board of Directors (the ‘‘Board’’) to fix the Directors’ remuneration.

4. To re-appoint Deloitte Touche Tohmatsu as the auditor of the Company and to authorise the Board to fix their remuneration.

5. For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

SPECIAL BUSINESS

ORDINARY RESOLUTIONS

The following resolutions 4 to 6 will be proposed to be considered and, if thought fit, passed as ordinary resolutions of the Company:

1. ‘‘THAT:

2. (a) subject to the provisions of paragraphs (b) and (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (‘‘New Shares’’) and to make or grant offers, agreements and options which might require the exercise of such powers, be and is hereby generally and unconditionally approved;

3. (b) the approval given in provisions of paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate nominal amount of the share capital allotted and issued or agreed conditionally or unconditionally to be allotted, issued (whether pursuant to an option or otherwise) and dealt with by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) an issue of New Shares upon the exercise of rights of subscription or conversion under the terms of warrants of the Company or any securities which are convertible into shares; (iii) an issue of New Shares as scrip dividends or similar arrangement providing for the allotment of New Shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company from time to time; (iv) an issue of New Shares under any share option scheme or similar arrangement of the Company and/or any of its subsidiaries; or (v) a specific mandate granted by the shareholders of the Company in general meeting, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company at the date of passing of this resolution, and the said approval shall be limited accordingly; and

5. (d) for the purpose of this resolution:

   • ‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

   • (i) the conclusion of the next annual general meeting of the Company;

   • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company, the Companies Act 1981 of Bermuda (as amended from time to time) (‘‘Companies Act’’) or any applicable law to be held; or

   • (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution in general meeting.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

‘‘Rights Issue’’ means the allotment, issue or grant of New Shares pursuant to an offer of New Shares open for a period fixed by the Directors to holders of issued shares of the Company (‘‘Shares’’) whose names on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restriction or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in any territory applicable to the Company).’’

1. ‘‘THAT:

2. (a) subject to the provisions of paragraphs (b) and (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase the Shares on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or any stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Hong Kong Code on Share Repurchases, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on the Stock Exchange (the ‘‘Listing Rules’’) or listing rules of any other stock exchange as amended from time to time and the Bye-laws of the Company, be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of Shares hereby authorised to be repurchased by the Company pursuant to the approval in paragraph (a) above shall not exceed 10% of the issued share capital of the Company as at the date of the passing of this resolution, and the said approval shall be limited accordingly;

4. (c) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company, the Companies Act or any applicable law to be held; or

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution in general meeting.’’

• ‘‘THAT conditional on the passing of resolutions 4 and 5 in the notice convening this meeting, the general mandate granted to the Directors and for the time being in force to exercise all the powers of the Company pursuant to paragraph (a) of resolution 4 above be and is hereby extended by the addition thereto an amount representing the aggregate nominal amount of the Shares repurchased by the Company under the authority granted pursuant to

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

paragraph (a) of resolution 5 above, provided that such extended amount shall not exceed 10% of the issued share capital of the Company as at the date of the passing of this resolution.’’

By Order of the Board APAC Resources Limited Chong Sok Un Chairman

Hong Kong, 22 October 2012

Notes:

1. Any member entitled to attend and vote at the meeting is entitled to appoint a proxy or, if such member is a holder of two or more shares, proxies to attend and vote in his stead. A proxy need not be a member of the Company but must attend the meeting in person to represent the appointing member.

2. To be valid, the form of proxy must be deposited with the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the meeting or any adjournment thereof.

3. Where there are joint holders of any share, any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding.

As at the date of this notice, the Directors of the Company are:

Executive Directors:

• Ms. Chong Sok Un (Chairman)

Mr. Andrew Ferguson (Chief Executive Officer)

Mr. Yue Jialin

Mr. Kong Muk Yin

Non-Executive Directors:

Mr. Lee Seng Hui Mr. So Kwok Hoo Mr. Peter Anthony Curry

Independent Non-Executive Directors:

• Dr. Wong Wing Kuen, Albert

• Mr. Chang Chu Fai, Johnson Francis

• Mr. Robert Moyse Willcocks

– 18 –