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RAND MINING LIMITED — Major Shareholding Notification 2015
May 4, 2015
65721_rns_2015-05-04_fb66922d-bfb3-461b-aab3-9e2b5dee7d2b.pdf
Major Shareholding Notification
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Level 4, The Read Buildings 16 Milligan Street Perth WA 6000
GPO Box 2799 Perth WA 6001
Telephone: +61 8 9321 4000 Facsimile: +61 8 9321 4333
Web: www.steinpag.com.au
5 May 2015
Your Ref: Our Ref: Contact:
RCS:PMG:4049-01 Roger Steinepreis Partner [email protected]
Company Announcements Office ASX Limited Level 40 Central Park 152-158 St George's Terrace PERTH WA 6000
By Hand and Email
Dear Sir / Madam
GENERAL ENERGY INTERNATIONAL HOLDINGS LIMITED - NOTICE OF INITIAL SUBSTANTIAL HOLDER
We have been instructed by General Energy International Holdings Limited to serve the attached 'Form 603 - Notice of Initial Substantial Holder' dated 4 May 2015 (Notice) on ASX Limited and Rand Mining Limited (ASX: RND) (Rand) in accordance with Section 671B of the Corporations Act 2001 (Cth).
A copy of the Notice has also been provided to Rand.
Yours faithfully
epres laghin
STEINEPREIS PAGANIN
Enc.
Form 603
603
page 1/2
15 July 2001
Corporations Act 2001 Section 671B
Notice of initial substantial holder
| To Company Name/Scheme | Rand Mining Limited | the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control of the control |
|---|---|---|
| ACN/ARSN | 004 669 658 | |
| 1. Details of substantial holder (1) | ||
| General Energy International Holdings Limited (GEI) and Mr Zhendong Liu | ||
| NameACN/ARSN (if applicable) | N/A |
- Details of voting powerThe 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 on the date the substantial holder became a substantial holder are as follows:
| Class of securities (4) | Number of securities | Persons' votes (5) | Voting power (6) |
|---|---|---|---|
| Fully paid ordinaryshares | 4,966,293 | 4.966.293 | 8.21% |
3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:
| Holder of relevant Interest | Nature of relevant interest (7) | Class and number of securities |
|---|---|---|
| GEI | Relevant interest arising as a result ofsection 608(1)(a) of the Corporations Act2001 (Cth) (Act) | 3,015,000 fully paid ordinaryshares |
| Mr Zhendona Liu. | Relevant interest arising as a result ofsection $608(1)(b)$ and (c) of the Act byvirtue of Mr Zhendong Liu controllingGEI as the sole director and shareholderof GEI | 3,015,000 fully paid ordinaryshares |
| Keynes Capital Global Limited(KCG) (associate of GEI) | Relevant interest arising as a result ofsection 608(1)(a) of the Act | 1,951,293 fully paid ordinaryshares |
| Mr Xingian Yi (associate of GEI) | Relevant interest arising as a result ofsection $608(1)(b)$ and (c) of the Act byvirtue of Mr Xingian Yi controlling KCGas the sole director and shareholder ofKCG | 1,951,293 fully paid ordinaryshares |
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
| Holder of relevant | Registered holder of | Person entitled to be | Class and number of |
|---|---|---|---|
| interest | securities | registered as holder (8) | securities |
| GEI and Mr Zhendong | Gleneagle Securities | GEI | 3,015,000 fully paid |
| Lui | Nominees Pty Limited | ordinary shares | |
| KCG and Mr Xingian | Gleneagle SecuritiesNominees Pty Limited | KCG | 1,951,293 fully paidordinary shares |
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:
| Holder of relevantinterest | Date of acquisition | Consideration (9) | Class and number ofsecurities | |
|---|---|---|---|---|
| Cash | Non-cash | |||
| See Annexure "A" |
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
| Name and ACN/ARSN (if applicable) | Nature of association |
|---|---|
| KCG | Associate of GEI as a result of section 12(2)(c) of the Act by virtue ofKCG acting, or proposing to act, in concert with GEI |
| Mr Xinglan Yl | Associate of GEI as a result of section 12(2)(c) of the Act by virtue ofKCG acting, or proposing to act, in concert with GEI |
7. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| GEI | Room 304, 452 Xian Yue Road, Siming District, Xiamen, Fujian36100 |
| Mr Zhendong Llu | Room 304, 452 Xian Yue Road, Siming District, Xiamen, Fujian36100 |
| KCG | RM B 22/F Times Tower, 391-407 Jaffe RoadWanchai, Hong Kong |
| Mr Xingian Yi | RM B 22/F Times Tower, 391-407 Jaffe RoadWanchai, Hong Kong |
Signature
print name
Mr Li Pak Wang Daniel as Authorised Person for Mr Zhengdong Liu
sian here
4/05/2015
DIRECTIONS
If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the $(1)$ manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
- See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
- The voting shares of a company constitute one class unless divided into separate classes. $(4)$
- The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an $(5)$ associate has a relevant interest in.
- The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
- Include details of: $(7)$
- any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any $(a)$ document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
- any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of $(b)$ the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
- If the substantial holder is unable to determine the identity of the person (eg. If the relevant interest arises because of an option) write "unknown". $(8)$
- $(9)$ Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
THIS IS ANNEXURE "A" OF 1 PAGE REFERRED TO IN THE FORM 603 DATED 4 MAY 2015
DATED THIS 4 MAY 2015.
.DE $\overline{\mathcal{L}}$
Li Pak Wang DanielAuthorised Person General Energy International Holdings Limited
| Holder of Relevant Interest | Date of Acquisition | Cash Consideration | Number and Class of Shares |
|---|---|---|---|
| KCG and Mr Xingian Yi | 10/03/2014 | $490,926.60 (off-market) | 272,737 fully paid ordinary shares |
| KCG and Mr Xingian Yi | 22/04/2014 | $784,099,95 (off-market) | 478,556 fully paid ordinary shares |
| GEI and Mr Zhendong Liu | 24/03/2015 | $2,229,500 (on-market) | 1,715,000 fully paid ordinary shares$-$ |
| GEI and Mr Zhendong Liu | 26/03/2015 | $1,690,000 (off-market) | 1,300,000 fully paid ordinary shares |
| KCG and Mr Xingian Yi | 20/04/2015 | $2,100,000 (on-market) | 1,200,000 fully paid ordinary shares |