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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek your own financial advice immediately from an appropriately authorised stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000 (FSMA). This document comprises a Prospectus relating to CIC Gold Group Limited prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the FCA) made under section 73A of FSMA and approved by the FCA under section 87A of FSMA. This document has been filed with the FCA

and made available to the public in accordance with Rule 3.2 of the Prospectus Rules. Application will be made to the FCA for all of the common shares of no par value in the Company (the Common Shares) to be admitted to the standard listing segment of the Official List of the UK Listing Authority (the Official List) by way of a Standard Listing under Chapter 14 of the listing rules published by the UK Listing Authority under section 73A of FSMA as amended from time to time (the Listing Rules) and to the London Stock Exchange plc (the London Stock Exchange) for such Common Shares to be admitted to trading on the London Stock Exchanges main market for listed securities (together, Admission). Admission to trading on the London Stock Exchanges main market for listed securities constitutes admission to trading on a regulated market. No application has been made, or at this time is intended to be made, for the Common Shares to be admitted for listing or dealt with on any other stock exchange. It is expected that Admission will become effective, and that unconditional dealings in the Common Shares will commence, at 8.00am on 23 June 2015.

The Company and each of the Directors, whose names appear on page 36 of this document, accept responsibility for the information contained in this document. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

INVESTORS SHOULD READ THIS DOCUMENT IN ITS ENTIRETY. IN PARTICULAR, YOUR ATTENTION IS DRAWN TO PART 1: RISK FACTORS FOR A DISCUSSION OF THE RISKS THAT MIGHT AFFECT THE VALUE OF YOUR SHAREHOLDING IN THE COMPANY.

(Incorporated under Republic of Seychelles International Business Companies Act 1994 with certificate of incorporation number 145872)

Admission to the Standard Listing segment of the Official List

(by way of a Standard Listing under Chapter 14 of the Listing Rules) and to

trading on the London Stock Exchanges Main Market for listed securities of

103,590,000 Common Shares

VSA Capital Limited Financial Adviser & Broker

The Company is not offering any Common Shares nor any other securities in connection with Admission. This document does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, any Common Shares nor any other securities in any jurisdiction. The Common Shares will not be generally made available or marketed to the public in the UK or any other jurisdiction in connection with Admission.

The Common Shares have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) (the Securities Act), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States or of any province or territory of Australia, Canada, Japan, South Africa or the Republic of Ireland. Securities may not be offered or sold in the United States absent: (i) registration under the Securities Act; or (ii) an available exemption from registration under the Securities Act. The Common Shares have not been and will not be offered or sold in the United States, Australia, Canada, Japan, South Africa or the Republic of Ireland or to or for the account or benefit of any person resident in Australia, Canada, Japan, South Africa or the Republic of Ireland and this document does not constitute an offer to sell or a solicitation of an offer to purchase or subscribe for Common Shares in such jurisdictions or in any jurisdiction in which such offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company. These materials may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan, South Africa or the Republic of Ireland. The distribution of this document in other jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves of and observe any restrictions.

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This document has not been registered with nor approved by the Financial Services Authority of the Republic of Seychelles or any other securities or other authority in the Seychelles, and it should be distinctly understood that the Financial Services Authority of the Republic of Seychelles or any such other authority does not vouch for the financial soundness of the Company nor take responsibility for the contents of this document. The Financial Services Authority of the Republic of Seychelles or any such other authority shall not be liable for any action suffered as a result of reliance on this document. Application will be made for the Common Shares to be admitted to the standard segment of the Official List. A Standard Listing affords investors in the Company a lower level of regulatory protection than that afforded to investors in companies whose securities are admitted to the premium segment of the Official List, which are subject to additional obligations under the Listing Rules. It should be noted that the UK Listing Authority will not have the authority to (and will not) monitor the Companys compliance with any of the Listing Rules and/or any provision of the Model Code or those aspects of the Disclosure and Transparency Rules which the Company has indicated herein that it intends to comply with on a voluntary basis, nor to impose sanctions in respect of any failure by the Company to so comply. VSA Capital Limited (VSA), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no one else in relation to Admission and the arrangements referred to in this document. VSA will not regard any other person (whether or not a recipient of this document) as its client in relation to Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of VSA or for providing any advice in relation to Admission, the contents of this document or any transaction or arrangement referred to herein. No liability whatsoever is accepted by VSA for the accuracy of any information or opinions contained in this document or for the omission of any material information, for which it is not responsible. Without prejudice to any obligation of the Company to publish a supplementary Prospectus pursuant to section 87G of the FSMA or Rule 3.4 of the Prospectus Rules, the publication of this document does not create any implication that there has been no change in the affairs of the Company since, or that the information contained herein is correct at any time subsequent to, the date of this document. Notwithstanding any reference herein to the Companys website, the information on the Companys website does not form part of this document. Dated 18 June 2015

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CONTENTS SUMMARY INFORMATION ..................................................................................................................................................... 5 PART 1 RISK FACTORS .......................................................................................................................................................... 16 PART 2 PRESENTATION OF FINANCIAL AND OTHER INFORMATION ................................................................................... 26 PART 3 DIRECTORS, SECRETARY, REGISTERED AND HEAD OFFICE, AND ADVISERS ............................................................ 29 PART 4 EXPECTED TIMETABLE OF PRINCIPAL EVENTS ......................................................................................................... 31 PART 5 THE BUSINESS .......................................................................................................................................................... 32 PART 6 DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE .................................................................. 36 PART 7 CONSEQUENCES OF A STANDARD LISTING ............................................................................................................. 41 PART 8 THE REOUBLIC OF SEYCHELLES ................................................................................................................................ 43 PART 9 (A) ACCOUNTANTS REPORT ON THE GROUP ......................................................................................................... 44 PART 9 (B) HISTORICAL FINANCIAL INFORMATION OF THE GROUP.................................................................................... 46 PART 10 (A) ACCOUNTANTS REPORT ON TOP TEN............................................................................................................. 57 PART 10 (B) HISTORICAL FINANCIAL INFORMATION OF TOP TEN ....................................................................................... 59 PART 11 UNAUDITED PRO FORMA FINANCIAL INFORMATION ........................................................................................... 67 PART 12 ACCOUNTANTS REPORT ON THE UNAUDITED PRO FORMA FINANACIAL INFORMATION .................................... 69 PART 13 CREST AND DEPOSITARY ARRANGEMENTS ........................................................................................................... 71 PART 14 TAXATION .............................................................................................................................................................. 76 PART 15 ADDITIONAL INFORMATION.................................................................................................................................. 79 PART 16 DEFINITIONS ........................................................................................................................................................ 101

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THIS PAGE IS INTENTIONALLY LEFT BLANK

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SUMMARY INFORMATION Summaries are made up of disclosure requirements known as Elements. These elements are numbered in Sections A E (A.1 E.7). This summary contains all the Elements required to be included in a summary for this type of security and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of security and issuer, it is possible that no relevant information can be given regarding the Element. In this case, a short description of the Element is included in the summary with the mention of not applicable.

Section A Introduction and warnings

A.1 Introduction and warnings

This summary must be read only as an introduction to the Prospectus. Any decision to invest in Common Shares should be based on consideration of the Prospectus as a whole by the investor. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary, including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities.

A.2 Consent for intermediaries

Not applicable; the Company has not given its consent to the use of this document for the resale or final placement of the Common Shares by financial intermediaries.

Section B Issuer

B.1 Legal and commercial name

CIC Gold Group Limited.

B.2 Domicile/legal Form/legislation/country of incorporation

The Company was incorporated and registered in the Republic of Seychelles on 6 May 2014 under the International Business Companies Act 1994 and the regulations made thereunder as a tax-exempt international business company limited by shares, with the name CIC Gold Group Limited and with registered number 145872.

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B.3 Current operations/principal activities and markets

The Company was established in order to seek acquisition opportunities in the gold sector. The Company has not as yet commenced operations and, save as set out in this document, has not entered into any significant transactions or financial commitments. The Companys strategy is to make acquisitions in undervalued gold properties where gold is the principal commodity or gold mining is the principal activity, held by quoted and private companies with strong underlying fundamentals suitable of producing substantial increases in value by funding and applying de-risking strategies and other corporate actions. The fundamentals that the Company will seek are acquisitions in gold mineral assets that are located in known major gold regions, close to major producing mines and have strong technical evidence of major gold potential. It is anticipated that these gold companies will be located in Asia or Africa, but should suitable opportunities be available outside of these geographical locations, they will be pursued. CIC Gold has experienced directors having skills in adding value to gold mines and gold mining operations on an international basis.

B.4a

Significant recent trends

In times of economic duress high-quality, liquid assets such as gold are in high demand. Gold demand is linked to consumption and long-term savings and not for speculative purposes. As an economy expands, incomes grow and gold demand increases counterbalancing short-term investment flows. (World Gold Council September 2014)

B.5

Group structure

The Company is the parent company of the Group. The only subsidiaries of the Company are as follows:

Name Country of

incorporation

Proportion of ownership

interest

Principal activity

CIC Gold Group Limited

Hong Kong 100% Acquisition of

interests in gold mining assets

Top Ten Services Company

China 100% Group treasury

company

B.6 Major shareholders

All Shareholders have the same voting rights in respect of the existing share capital of the Company. As at 17 June 2015 (the latest practicable date prior to the publication of this Prospectus) and on Admission, insofar as is known to the Company, the following Shareholders, directly or indirectly, had and will have interests in 3 percent or more of the Companys capital or voting rights.

Name

Number of Common Shares

held

Percentage of Common Shares

CIC Capital Ltd. 35,840,000 34.60% Beaufort Nominees Limited 19,838,295 19.15% Dell Balfour 8,222,300 7.94% M A Brockhurst (Trustee) 7,500,000 7.24% Peel Hunt Holdings Limited 5,646,233 5.45% CIC Capital Fund Ltd. (Canada) 5,280,000 5.10%

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Canaccord Nominees Ltd Canada 4,019,679 3.88%

B.7 Selected historical key financial information

The statement of financial position of the Company and CIC Gold Group Limited (Hong Kong) as at 31 December is stated below:

Assets

Current assets

Trade and other receivables 353,293

Total assets 353,293

Equity and liabilities

Capital and reserves

Share capital 1

Convertible Loans classified as equity 300,000

Accumulated deficit (24,413)

Total equity attributable to equity holders 275,588

Current liabilities

Trade and other payables 77,705

Total liabilities 77,705

Total equity and liabilities 353,293

The statement of comprehensive income of the Company and CIC Gold Group Limited (Hong Kong) for the period from incorporation on 6 May 2014 to 31 December 2014 is stated below:

Revenue -

Administrative expenses (24,413)

Operating loss and loss on ordinary activities before taxation (24,413)

Income tax expense -

Loss after tax and for the period (24,413)

Other comprehensive income -

Total comprehensive loss attributable to owners of the parent (24,413)

On 19 August 2014 and 13 January 2015, the Company was granted two unsecured, interest free convertible loans of 300,000 and 1,425,000 respectively from CIC Fund, documented by way of a loan agreement dated 12 January 2015. On 13 January 2015 the loans were converted into 28,750,000 Common Shares (the Conversion Shares) each with one Convertible Loan Warrant attached and CIC Fund distributed the Conversion Shares, but not the Convertible Loan Warrants, to its shareholders on the same date. On 3 April 2015 the balance of loan monies of 1,483,034 was transferred to Top Ten Services Company. CIC Fund is a related party by virtue of being a shareholder. The statements of financial position of Top Ten Services Company as at 31 January 2013, 2014 and 2015 are stated below:

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31 January

2013 RMB

31 January 2014 RMB

31 January 2015 RMB

Assets

Current assets

Cash and cash equivalents 930 - -

Total assets 930 - -

Equity and liabilities

Capital and reserves

Share capital - 6,468,272 6,468,272

Accumulated deficit (7,113,287) (7,114,217) (6,468,272)

Total equity attributable to equity holders

(7,113,287) (645,945) -

Current liabilities

Trade and other payables 7,114,217 645,945 -

Total liabilities 7,114,217 645,945 -

Total equity and liabilities 930 - -

The statements of comprehensive income of Top Ten Services Company for each of the three years ended 31 January 2013, 31 January 2014 and 31 January 2015 are stated below:

31 January 2013 RMB

31 January 2014 RMB

31 January 2015 RMB

Revenue - - -

Administrative expenses (1,180) (930) -

Other income - - 645,945

Operating (loss)/profit and (loss)/profit on ordinary activities before taxation

(1,180) (930) 645,945

Income tax expense - - -

(Loss)/profit after tax and for the period

(1,180) (930) 645,945

Other comprehensive income - - -

Total comprehensive (loss)/profit attributable to owners of the parent

(1,180) (930) 645,945

B.8 Selected key pro forma financial information

Set out below is an unaudited pro forma statement of net assets and earnings of the Group as at 31 December 2014 and for the period then ended, which has been prepared on the basis set out in the notes below to illustrate the effect of the Admission, the receipt of the balance due on the first Convertible Loan, the receipt in full of the second Convertible Loan and the CIC Fund Loan Conversion on the net assets and earnings of the Group had the Admission occurred on 31 December 2014: Unaudited pro forma statement of net assets

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Group net assets

as at 31 December

2014

Receipt of Convertible

Loan (Note 1)

Payment of Admission

costs (Note 2)

Unaudited pro forma net assets

of the Group

(Note 3)

Assets

Current assets

Trade and other receivables 353,293 (213,704) (139,589) -

Cash - 1,638,704 (375,130) 1,263,574

Total assets 353,293 1,425,000 (514,719) 1,263,574

Liabilities

Current liabilities

Trade and other payables (77,705) - 64,719 (12,986)

Total current liabilities (77,705) - 64,719 (12,986)

Net assets 275,588 1,425,000 (450,000) 1,250,588

Unaudited pro forma statement of earnings

Group earnings

for the period ending

31 December

2014

Receipt of Convertible

Loan (Note 1)

Admission

costs (Note 2)

Top Ten earnings (Note 3)

Unaudited pro forma

earnings of the Group

(Note 4)

Revenue - - - - -

Administrative expenses

(24,413) - (450,000) - (474,413)

Other income - - - 69,531 69,531

Operating loss (24,413) - (450,000) 69,531 (404,882)

Loss before taxation (24,413) - (450,000) 69,531 (404,882)

Income tax expense - - - - -

Loss after taxation (24,413) - (450,000) 69,531 (404,882)

Loss for the period (24,413) - (450,000) 69,531 (404,882)

Other comprehensive income

- - - - -

Total comprehensive loss attributable to owners of the parent

(24,413) - (450,000) 69,531 (404,882)

Note 1: The adjustment of 1,638,704 represents the receipt of both the balance due on the first Convertible Loan of 213,704 and the receipt in full of the second Convertible Loan of 1,425,000, comprising an unsecured, interest free Convertible

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Loan from CIC Fund. Like the first Convertible Loan, the second Convertible Loan has been classified as equity on the Groups unaudited pro forma balance sheet. Note 2: The adjustment of (450,000) represents total Admission costs. As at 31 December 2014, the Groups balance sheet included 139,589 of prepaid Admission costs and 64,719 of trade payables relating to Admission costs. The difference 74,870 represented Admission costs paid during the period. Included within the unaudited pro forma statement of net assets is the cash payment of the balance of Admission costs of 375,130. Included in the unaudited pro forma statement of earnings is the full amount of Admission costs of 450,000. Note 3: The net assets of Top Ten as set out in Part 10 (B) (Historical Financial Information of Top Ten) have no effect on the unaudited statement of pro forma net assets of the Group as at 31 December 2014 on the basis that they are RMBnil as at 31 January 2015. The earnings of Top Ten have been extracted without adjustment from the audited financial information set out in Part 10 (B) (Historical Financial Information of Top Ten) of this document, translated at RMB9.29 to 1. Note 4:

The CIC Fund Loan Conversion has no effect on either the unaudited statement of pro forma net assets of the Group as at 31 December 2014 or on the unaudited statement of pro forma earnings of the Group for the 8-month period ended 31 December 2014.

B.9 Profit forecast Not applicable; this document does not contain profit forecasts or estimates.

B.10 Description of the nature of any qualifications in the audit report on the historical financial information

Not applicable; there are no qualifications in the accountants reports on the historical financial information.

B.11 Working capital explanation

Not applicable. The Company is of the opinion that the Group has sufficient working capital for its present requirements, that is for at least 12 months from the date of this document.

Section C Securities

C.1 Type and class of the securities admitted to trading

The securities being admitted to trading are the Common Shares of the Company, which have no par value. When admitted to trading the Common Shares will have an ISIN of SC0665AHDJ29 and a SEDOL of BWY54F7.

C.2 Currency of the securities

The Common Shares are denominated in UK pounds sterling.

C.3 Issued share capital The Company will have 103,590,000 Common Shares in issue on Admission.

C.4 Rights attaching to the securities

The Common Shares rank pari passu in all respects with each other, including for voting purposes and in full for all dividends and distributions on Common Shares declared, made or paid after their issue and for any distributions made on a winding up of the Company. On a show of hands, each Shareholder has one vote and on a poll each Shareholder has one vote per Common Share held.

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In accordance with the Memorandum and Articles of Association of the Company, any Common Shares issued for cash must first be offered to Shareholders in proportion to their holdings of Common Shares. Such pre-emption rights may be altered and/or waived by a special resolution of Shareholders. Except in relation to dividends which have been declared and rights on a liquidation of the Company, the Shareholders have no right to share in the profits of the Company. The Common Shares are not redeemable. However, the Company may purchase or contract to purchase any of the Common Shares on or off market subject to Seychelles law.

C.5 Restrictions on free transferability of the securities

The Common Shares are freely transferable and there are no restrictions on transfer.

C.6 Admission to trading

Application will be made to the UK Listing Authority and the London Stock Exchange for all of the Common Shares to be admitted to the standard segment of the Official List and to trading on the London Stock Exchanges Main Market for listed securities, respectively. No application has been made or is currently intended to be made for the Common Shares to be admitted to trading on any other exchange.

C.7 Dividend policy

The Company has never declared or paid any dividends on the Common Shares. The Company currently intends to pay dividends on future earnings, if any, when it is commercially appropriate to do so. Any decision to declare and pay dividends will be made at the discretion of the Board and will depend on, among other things, the Companys results of operations, financial condition and solvency and distributable reserves tests imposed by corporate law and such other factors that the Board may consider relevant.

Section D Risks

D.1 Key information on the key risks that are specific to the Company or its industry

Risks relating to the Groups business and structure The Group intends to acquire interests and economic exposure in mineral companies and projects whose operations are subject to all the hazards and risks normally encountered in the exploration, development and production of minerals, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. It is impossible to ensure that the exploration or development programs planned by the companies and projects in which the Group acquires an interest will result in a profitable commercial mining operation. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: (i) the particular attributes of the deposit, such as size, grade and proximity to infrastructure; (ii) metal prices that are highly cyclical; and (iii) government regulations, including regulations relating to prices, taxes, royalties, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.

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Risks associated with identifying suitable mineral property assets The success of the Company will be dependent upon, inter alia, the identification, and acquisition of interests in suitable mineral interests. There can be no guarantee that such mineral interests can or will be identified or that they will be successful. Commodity prices The profitability of the Companys interests will be dependent upon the market price of mineral commodities. Mineral prices fluctuate widely and are affected by numerous factors beyond the control of the Company. The level of interest rates, the rate of inflation, the world supply of mineral commodities and the stability of exchange rates can all cause significant fluctuations in prices. Such external economic factors are in turn influenced by changes in international investment patterns, monetary systems and political developments. The price of mineral commodities has fluctuated widely in recent years, and future price declines could cause commercial production to be impracticable, thereby having a material adverse effect on the Companys interests. Risks associated with target geographies The Company is targeting acquisition in jurisdictions with varying degrees of political, legal and commercial stability, in particular, but are not limited to, Asia, and Africa. Political, civil and social pressures may result in administrative change, policy reform, changes in law or governmental regulations, which could have a material adverse effect on the commercial viability of the target acquisition. Such changes could affect the Company before or after the Acquisition. If operations are delayed or shut down as a result of political, legal or commercial instability. Mining licences and contracts The exploration and future mining and processing objectives of companies and projects in which the Group acquires an interest are dependent upon the grant, renewal or continuance in force of appropriate surface and/or subsurface use contracts, licences, permits and regulatory approvals and consents which may be valid only for a defined time period, may be subject to limitations and may provide for withdrawal in certain circumstances. There can be no assurance that such surface and/or subsurface use contracts, licences, permits, regulatory approvals or consents would be granted, renewed or continue in force, or, if so, on what terms. Whilst a company in which the Group acquires an interest may believe it has obtained all authorisations that are currently expected to be material in the context of the its business, there can be no assurance that it has every necessary or desirable authorisation, that the authorisations required to carry on the those operations will not change or that it will be able to successfully enforce its current authorisations. The volume and grade of the ore recovered may not conform to current expectations. The resources of companies and projects in which the Group acquires an interest are expected to constitute estimates that comply with standard evaluation methods. In respect of these estimates, no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realised or that mineral resources can be mined or processed profitably. Actual resources may not conform to geological, metallurgical or other

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expectations and the volume and grade of ore recovered may be below or above the estimated levels. In addition, there can be no assurance that mineral recoveries in small-scale laboratory tests will be duplicated in larger-scale tests under on-site conditions or during production. Dependence on key personnel The Company will be dependent on the ability of the Directors, in particular Mr. Michael M. Smith and Dr. Geoffrey P. Cowley and to provide strategic, legal and technical direction. In so doing, the Company will be reliant not only on the experience and ability of those Directors, but also on relationships and business networks these individuals have developed over a number of years. If such individuals were to leave the Company, it could have a negative impact on the Companys ability to achieve its objectives.

D.3 Key information on the key risks that are specific to the securities

The Company may require additional capital in the future and no assurance can be given that such capital will be available at all or available on terms acceptable to the Company The Company will have further capital requirements to the extent it decides to proceed to expand its activities, or to take advantage of opportunities for acquisitions, joint ventures or other business opportunities that may be presented to it. In addition, the Company may not complete necessary financing in a timely manner on acceptable terms, if at all. Where the Company issues Common Shares in the future, such issuance may result in the then existing shareholders of the Company sustaining dilution to their relative proportion of the equity in the Company. Share price volatility and trading basis Notwithstanding the fact that an application will be made for the Common Shares to be admitted to the Standard Listing segment of the Official List this should not be taken as implying that there will be a liquid market in the Common Shares and, accordingly, it may be more difficult for investors to sell their Common Shares. The share price of publicly traded companies can be highly volatile and subject to wide fluctuations in response to a variety of factors, which could lead to losses for Shareholders. The price of the Common Shares may fluctuate significantly and investors could lose all or part of their investment The share price of listed companies can be highly volatile. The market price for the Common Shares could fluctuate significantly in response to many factors (including those referred to in this section), as well as stock market fluctuations unrelated to the trading performances of the Company, legislative changes and general economic, political or regulatory conditions. The Common Shares have not previously been publicly traded, and there can be no assurance that an active and liquid market for the Companys shares will develop Prior to Admission, there has been no public market for the Common Shares. Following Admission, an active trading market for the Common Shares may not develop and become established. If an active trading market is not developed or maintained, the liquidity and trading price of the Common Shares may be adversely affected. If a proposed reverse takeover by the Company is announced or leaked the listing of the Common Shares may be suspended. Suspension of the Companys shares

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owing to insufficient information will reduce liquidity in the Common Shares, potentially for a significant period of time, and may adversely affect the price at which a Shareholder can sell them It is the Companys duty under the Listing Rules to contact the UKLA as early as possible if a Reverse Takeover has been agreed or is in contemplation, to discuss whether a suspension of the listing is appropriate. The UKLA retains a general power to suspend a companys securities where it considers it necessary to protect investors. The UK Listing Authority may decide to exercise such power where the Company undertakes a transaction which, because of the comparative size of the Company and any target, would be a Reverse Takeover under the Listing Rules. A suspension of the Companys Common Shares would materially reduce liquidity in such shares which may affect an investors ability to realise some or all of his or her investment and/or the price at which such investor can effect such realisation. If the Companys listing has been suspended from trading for more than six months, the listing will be cancelled. The Companys listing will generally be cancelled on completion of a reverse takeover and if the Company is not readmitted this will reduce liquidity in the Common Shares, potentially for a significant period of time, and may adversely affect the price at which a Shareholder can sell them The Listing Rules provide that the listing of a companys equity securities will generally be cancelled when it completes a Reverse Takeover. If the UK Listing Authority decided to cancel the Companys listing in such circumstances, the Company would expect to seek the admission to listing at the time of completion of any such Reverse Takeover. The process for admission following a Reverse Takeover would require publication of a prospectus and it would be necessary for the Company to meet the eligibility requirements set by the UK Listing Authority in order to be admitted. However, there is a risk that such eligibility criteria will not be met and therefore there is no guarantee that such admission would be granted. A cancellation of the listing of the Companys Common Shares would materially reduce liquidity in such shares which may affect an investors ability to realise some or all of his or her investment and/or the price at which such Investor can effect such realisation.

Section E Offer

E.1 Net proceeds/estimate of expenses

Not applicable. There will not be an issue; no offer is being made as part of Common Shares prior to the Admission.

E.2a Reasons for the offer/use of proceeds/net amount of proceeds

Not applicable; no offer is being made as part of the Admission.

E.3 Terms and conditions of the offer

Not applicable; no offer is being made as part of the Admission.

E.4 Interests material to the issue/conflicting interests

Not applicable; there are no interests, known to the Company, material to Admission or which are conflicting interests.

E.5 Name of the offer or/lock up agreements

The Directors have entered into a lock up agreement whereby they will not sell any of their holdings in the Company for twelve months from the date of Admission and only through the Companys broker for the following 12 month period, so as to

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maintain an orderly market.

E.6 Dilution Not applicable; there is no dilution in connection with Admission.

E.7 Estimated expenses charged to the investor

Not applicable; no expenses related to listing are being charged to the investor.

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PART 1

RISK FACTORS The Groups business, financial condition or results of operations could be materially and adversely affected by the risks described below. In such cases, the market price of the Common Shares may decline due to any of these risks and investors may lose all or part of their investment. Additional risks and uncertainties not presently known to the Directors, may also have an adverse effect on the Company. The Directors consider the risks disclosed in Part 1 Risk Factors to be the known material risks for potential investors in the Company. However, there may be additional risks that the Group and the Directors do not currently consider to be material, which have not been disclosed. Any investment in the Common Shares is speculative and subject to a high degree of risk. Prior to investing in the Common Shares, prospective investors should carefully consider the risks and uncertainties associated with any investment in the Common Shares, the Groups business and the sector in which it operates, together with all other information contained in this Prospectus, including, in particular, the risk factors described below. Any of the risks described below, as well as other risks and uncertainties discussed in this Prospectus, could have a material adverse effect on the Groups business and could therefore have a negative effect on the trading price of the Common Shares. Prospective investors should note that the risks relating to the Company, its industry and the Common Shares summarised in the Summary Information are the key risks associated with an investment in the Common Shares. However, as the risks which the Company faces relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in the Summary Information but also, among other things, the risks and uncertainties described below. The following factors do not purport to be a complete list or explanation of all the risk factors involved in investing in the Common Shares. Additional risks and uncertainties that are not currently known to the Company may individually or cumulatively also have an adverse effect on the Groups business, results of operations, financial condition and prospects. If this occurs, the price of the Common Shares may decline and investors could lose all or part of their investment. Prospective investors should also consider carefully whether an investment in the Common Shares is suitable for them in light of the information in this Prospectus and their personal circumstances. RISKS RELATING TO THE COMPANYS BUSINESS MODEL Risks relating to the Groups business and structure The Group intends to acquire interests and economic exposure in mineral companies and projects whose operations are subject to all the hazards and risks normally encountered in the exploration, development and production of minerals, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding, pit wall failure and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Although adequate precautions to minimise risk should be taken by such entities, mining operations are subject to hazards such as fire, equipment failure or failure of retaining dams around tailings disposal areas which may result in environmental pollution and consequent liability. The exploration for and development of mineral deposits is speculative and involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Once ore is discovered it can take several years to determine whether reserves exist. During this time the economic viability of production may change. Substantial expenditure may be required to locate and establish mineral resources or reserves through drilling, metallurgical and other testing techniques, to develop metallurgical processes

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to extract precious and other metal from the ore and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration or development programs planned by the companies and projects in which the Group acquires an interest will result in a profitable commercial mining operation. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: (i) the particular attributes of the deposit, such as size, grade and proximity to infrastructure; (ii) metal prices that are highly cyclical; and (iii) government regulations, including regulations relating to prices, taxes, royalties, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital. There is no certainty that the expenditures made by the companies and projects in which the Group acquires an interest towards the search and evaluation of mineral deposits will result in discoveries or development of commercial quantities of ore. The Company may consider from time to time the acquisition of gold ore reserves, development properties and operating mines, either as stand-alone assets or as part of companies. Its decisions to acquire these properties will be based on a variety of factors including historical operating results, estimates of and assumptions about future reserves, cash and other operating costs, the gold price and projected economic returns, and evaluations of existing or potential liabilities associated with each property and its operations. Other than historical operating results, all of these parameters may differ significantly from the Companys estimates and assumptions. The exact effect of these factors cannot be accurately predicted, but a combination of any of these factors may result in the Company not receiving an adequate return on invested capital. Risks associated with identifying suitable mineral property assets The success of the Company will be dependent upon, inter alia, the identification, and acquisition of interests in suitable mineral interests. There can be no guarantee that such mineral interests can or will be identified or that they will be successful. Risks associated with target geographies The Company is targeting acquisitions in jurisdictions with varying degrees of political, legal and commercial stability, in particular, but are not limited to, Asia, and Africa. Political, civil and social pressures may result in administrative change, policy reform, changes in law or governmental regulations, which could have a material adverse effect on the commercial viability of the target acquisition. Such changes could affect the Company before or after the acquisition. If operations are delayed or shut down as a result of political, legal or commercial instability, the Companys earnings growth may be constrained and the ability of the Company to generate long term value for Shareholders following the acquisition could be adversely impacted. Mining licences and contracts The exploration and future mining and processing objectives of companies and projects in which the Group acquires an interest are dependent upon the grant, renewal or continuance in force of appropriate surface and/or subsurface use contracts, licences, permits and regulatory approvals and consents which may be valid only for a defined time period, may be subject to limitations and may provide for withdrawal in certain circumstances. There can be no assurance that such surface and/or subsurface use contracts, licences, permits, regulatory approvals or consents would be granted, renewed or continue in force, or, if so, on what terms. Whilst a company in which the Group acquires an interest may believe it has obtained all authorisations that are currently expected to be material in the context of the its business, there can be no assurance that it has every necessary or desirable authorisation, that the authorisations required to carry on the those operations will not change or that it will be able to successfully enforce its current authorisations. Commodity prices The profitability of the Companys interests will be dependent upon the market price of mineral commodities. Mineral prices fluctuate widely and are affected by numerous factors beyond the control of the Company. The level of interest rates, the rate of inflation, the world supply of mineral commodities and the stability of exchange rates

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can all cause significant fluctuations in prices. Such external economic factors are in turn influenced by changes in international investment patterns, monetary systems and political developments. The price of mineral commodities has fluctuated widely in recent years, and future price declines could cause commercial production to be impracticable, thereby having a material adverse effect on the Companys interests. Furthermore, reserve calculations and life-of-mine plans using significantly lower commodity prices could adversely affect the reserve estimates of companies and projects in which the Group acquires an interest and their financial condition, and declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if the project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed. Information on resources in this document There will be no mineral resource assets held by the Group at the time of Admission. Future acquisitions to increase the Companys mineral resources will be reviewed by an independent Qualified Person in connection with the preparation of any technical document, including a Competent Persons Report. The estimation of mineral resources is a subjective process and the accuracy of any such estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, metallurgical testing, production, evaluation of mine plans and exploration activities subsequent to the date of any estimate may justify revision (up or down) of such estimates. There is no assurance that mineral resources can be economically mined. Mineral resources that are not mineral reserves do not have demonstrated economic viability. A mineral resource is not the equivalent of a commercially mineable ore body or a mineral reserve. No assurance can be given that the estimated mineral resources will be recovered if the company or project in which the Group acquires an interest proceeds to production or that they will be recovered at the volume, grade and rates estimated. The failure of the company or project in which the Group acquires an interest to achieve its production estimates could have a material and adverse effect on its operations and financial condition. These production estimates are dependent on, among other things, the accuracy of mineral resource estimates, the accuracy of assumptions regarding ore grades and recovery rates, ground conditions (including hydrology), physical characteristics of ores, such as hardness, the presence or absence of particular metallurgical characteristics and the accuracy of estimated rates and costs of mining, ore haulage and processing. Changes in the capital costs and operating costs of the companies and projects in which the Group acquires an interest are likely to have an impact on its profitability. Their main planned production expenses will be mining costs, transport costs, treatment costs and overheads. Changes in costs of their mining and processing operations can occur as a result of unforeseen events and could result in changes in profitability or resource estimates, including rendering certain mineral resources uneconomic to mine. Many of these changes may be beyond the Companys control. The volume and grade of the ore recovered may not conform to current expectations The resources of companies and projects in which the Group acquires an interest are expected to constitute estimates that comply with standard evaluation methods. In respect of these estimates, no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realised or that mineral resources can be mined or processed profitably. Actual resources may not conform to geological, metallurgical or other expectations and the volume and grade of ore recovered may be below or above the estimated levels. In addition, there can be no assurance that mineral recoveries in small-scale laboratory tests will be duplicated in larger-scale tests under on-site conditions or during production. Lower commodity prices, increased production costs, reduced recovery rates and other factors may render the resources of companies and projects in which the Group acquires an interest uneconomic to exploit and may result

19

in revision of their resource estimates from time to time. Resource data is not indicative of future results of operations. If actual mineral resources are less than current estimates, results of operations and financial condition may be materially impaired. No current production, limited operating history, no history of earnings To date, the Company has not recorded any revenues as it does not currently hold any economic exposure to mining interests. There can be no assurance that losses will not occur relating to the operations of the companies and projects in which the Group acquires an interest in the near future or that they will be profitable in the future. Development and operating risks The profitability of companies and projects in which the Group acquires an interest will depend, in part, on the actual economic returns and the actual costs of developing mines, which may differ significantly from initial estimates. The development of the relevant mining projects may be subject to unexpected problems and delays. Decisions to develop a mineral property are typically based, in the case of an extension or, in the case of a new development, on the results of a feasibility study. Feasibility studies derive estimates of expected or anticipated project economic returns. These estimates are based on assumptions about future gold prices, anticipated tonnage, grades and metallurgical characteristics of ore to be mined and processed, anticipated recovery rates of gold from the ore, anticipated capital expenditure and cash operating costs and the anticipated return on investment. Actual cash operating costs, production and economic returns may differ significantly from those anticipated by such studies and estimates. There are a number of uncertainties inherent in the development and construction of an extension to an existing mine, or in the development and construction of any new mine. These uncertainties include, in addition to those discussed immediately above: the timing and cost, which can be considerable, of the construction of mining and processing facilities; the availability and cost of skilled labour, power, water, consumables, such as cyanide, lubricants, fuel and transportation facilities, the availability and cost of appropriate smelting and refining arrangements; the need to obtain necessary environmental and other Governmental permits, and the timing of those permits and the availability of funds to finance construction and development activities. Environmental risks and hazards All phases of operations of companies and projects in which the Group acquires an interest will be subject to environmental regulation in the various jurisdictions in which they operate. Environmental legislation is evolving in a manner that will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that existing or future environmental regulation will not materially adversely affect the business, financial condition and results of operations of companies in which the Group invests. Environmental hazards may exist on the properties on which the relevant company holds interests that are unknown at the time that the Company acquires an interest and which have been caused by previous or existing owners or operators of the properties. Government approvals and permits maybe required in connection with the operations of companies and projects in which the Group acquires an interest. To the extent such approvals are required and not obtained, the relevant company may be curtailed or prohibited from proceeding with planned exploration or development of mineral properties. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations, including the companies and projects in which the Group acquires an interest, may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current, regulations and permits governing operations and activities of mining companies, or more

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stringent implementations thereof, could have a material adverse impact on the companies and projects in which the Group may acquire an interest and cause increases in exploration expenses, capital expenditures or production costs, reduction in levels of production at producing properties, or abandonment or delays in development of new mining properties. Insurance and uninsured risks The nature of the business of the companies and projects in which the Company may acquire an interest can expose it to a number of inherent risks and hazards, including industrial accidents, labor disputes, unusual or unexpected geological conditions, catastrophic equipment failures, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes. Occurrences could result in personal injury or death, environmental damage to the relevant properties and equipment, properties of others, delays in exploration, monetary losses and possible legal liability. Such companies may not be required to carry insurance cover for such risks, or the insurance cover carried by them may not fully cover the potential losses relating to such risks. The activities of companies and projects in which the Group may acquires an interest will have limited exposure in the event of the loss of a single piece of exploration equipment. The cost of placing insurance cover for their exploration equipment is considered not to be economical when taking into account the replacement cost for the current inventory of equipment. Moreover, insurance against risks such as environmental pollution or other hazards as a result of gold mine processing using hazardous chemical such as cyanide is not generally available to companies in the mining industry on acceptable terms. The implementation of appropriate management systems, current industry practice and the adoption of international regulations directing the use and storage of hazards chemicals reduces the level of liability that may cause companies and projects in which the Group acquires an interest to incur significant costs that could have a material adverse effect upon their financial performance and results of operations. However, if such events occurred, losses arising may cause them to incur significant costs that could have a material adverse effect upon its financial performance and results of operations. Disposals of equity stakes delayed An important factor in the success of the Company will be the timely disposal of equity stakes in companies and projects in which the Group acquires an interest. It may be difficult to realise such stakes at all or on terms considered advantageous by the Directors. In addition, any delay in such disposal may affect the cash position and potentially the value of the Company. Exposure to the risk of various types of liability The Company may acquire economic exposure to mineral companies which have experienced or are expected to experience operating issues and may have associated financial distress. The due diligence undertaken in respect of these companies may be insufficient to reveal all of their past, current and future liabilities. Furthermore, in some unusual circumstances the limited liability status of companies and/or their subsidiaries may not be upheld, and the Company could lose some or all of its holdings in such companies, which could have a material adverse effect on the performance of the Company. The Company will however, typically seek to reduce exposure to such liabilities. Dependence on key personnel The Company will be dependent on the ability of the Directors, in particular Mr. Michael M. Smith and Dr. Geoffrey P. Cowley and to provide strategic, legal and technical direction. In so doing, the Company will be reliant not only on the experience and ability of those Directors, but also on relationships and business networks these individuals have developed over a number of years. If such individuals were to leave the Company, it could have a negative impact on the Companys ability to achieve its objectives. Taxation The attention of potential investors is drawn to Part 14 of this Document headed Taxation. The tax rules and their

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interpretation relating to an investment in the Company may change during the life of the Company as may the tax residence of the Company. The levels of, and reliefs from, taxation may change. The tax reliefs referred to in this document are those currently available and their value depends on the individual circumstances of investors. Any change in the tax status of any member of the Company or the tax applicable to holding Common Shares or in taxation legislation or its interpretation, could affect the value of the assets held by the Company, affect the Companys ability to provide returns to Shareholders and/or alter the post-tax returns to Shareholders given that statements made in this document concerning the taxation of the Company and its investors are based upon current tax law and practice which is subject to change. Tax legislation Any change in the Companys tax status, or in taxation legislation in the Republic of Seychelles, China, the United Kingdom or elsewhere, could affect the value of its holdings in companies and projects which it acquires and the Companys ability to achieve its objectives, or alter the post-tax returns to Shareholders. Statements in this document concerning the taxation of UK Shareholders are based upon current UK tax law and practice, which laws and practice are in principle subject to change that could adversely affect the ability of the Company to meets its objectives. Prospective investors are urged to consult their tax advisers with respect to their particular tax situations and the tax effects of an investment in the Company. Risk of changes in foreign currency exchange rates The Companys results are reported in Sterling. A portion of the Companys business is conducted and denominated in Sterling, in Canadian and U.S. dollars and Chinese RMB. Any fluctuations in the value of the Canadian and/or U.S. dollar and/or the Chinese RMB relative to Sterling may result in variations in the revenue and net income of the Company expressed in Sterling. Although the Company will consider managing its foreign exchange risk by periodically hedging pending settlements in foreign currencies, such procedures may not be adequate and any changes in currency values may have a material adverse effect on the Companys economic interests. The Company is in the process of establishing a multi-currency account bank account in London. All currency conversions, including those used in the Companys financial statements, are based on HSBC spot currency rates. Legal proceedings and litigation By the very nature of the Groups business, it is expected that from time to time the Group will be subject to complaints or claims by clients in the normal course of business. There is no certainty that such claims or complaints will not be material and that any settlements, awards or legal expenses associated with defending or appealing against any decisions in respect of any such complaints or claims will not have a material adverse effect on the Companys operating results or financial condition. The Groups business may be materially adversely affected if the Company or any member of the Group and/or its or their employees or agents are found not to have met the appropriate standard of care or exercised their discretion or authority in a prudent or appropriate manner in accordance with accepted standards. Credit risk and exposure to losses The Company is exposed to the risk that third parties that may owe the Group money, securities or other assets will not perform their obligations. These parties may include clients, clearing agents, exchanges, clearing houses and other financial intermediaries. These parties may default on their obligations due to bankruptcy, lack of liquidity, operational failure or other reasons. Significant fluctuations in quarterly results The Companys operating results may fluctuate from quarter to quarter and from year to year due to a combination of factors, including, inter alia, the number of businesses in which the Company secured an economic interest, the number of successful divestments of interests in companies and projects in which the Company has acquired an interest that are completed, variations in expenditures for personnel, litigation expenses and expenses of establishing new business units. Insurance

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The Group does not hold any insurance policies, including any key man insurance. Accordingly, the Company is exposed to the full extent of any financial losses in the event of any incident that causes loss or damage to the Group. Risk management policies and procedures Uncertainty and risk are inherent with any business activity that includes holding/receiving an equity stake in other companies. The Company is therefore likely to be exposed in the future to risks which could result in financial losses. The Companys principal risks relate to market risk, operational risk and regulatory and legal risk. Accordingly, risk management and control of the balance between risk and return are critical elements influencing the Companys financial stability and profitability. Operational risk refers to the risk of financial loss resulting from the Groups own operations including, but not limited to deficiencies in the Groups operating policy and inadequacies or breaches in the Groups control procedures. There is no certainty that the Companys policies and procedures to mitigate its exposure to market and operational risk will be completely effective. Unforeseen events and changes in the economy may lead to market disruptions and unexpected large or rapid changes in market conditions which may have a significant adverse effect on the Groups business and financial prospects and stability. Staff misconduct There have been a number of highly publicised cases involving fraud or other misconduct by staff in the financial, professional and services industries in recent years and the Company runs the risk that staff misconduct could occur. Misconduct by staff could include, inter alia, binding the Company to transactions that present unacceptable risks, destroying computer data, or hiding from the Company unauthorised or unsuccessful activities, which, in either case, may result in unknown and unmanaged risks or losses. Staff misconduct could also involve the improper use of confidential information, which could result in regulatory sanctions and serious reputational harm. It is not always possible to deter employee misconduct and the precautions the Company takes to prevent and detect this activity may not be effective in all cases. Control risks As of the date of this document, CICC and CIC Fund collectively own, more than 39 per cent. of the Common Shares. If these Shareholders act or vote together, they will have the power to exercise significant influence over matters requiring Shareholders approval, including the election of the Companys Directors, amendments to its articles, amalgamations and plans of arrangement and mergers or sales of substantially all of its assets. This could have the effect of preventing the Company from entering into transactions that could be beneficial to it or its other Shareholders. In addition, third parties could be discouraged from making a takeover bid to acquire any or all of the outstanding Common Shares of the Company. Any significant change in these shareholdings through a sale or other disposition, or significant acquisitions by others, of Common Shares in the public market or by way of private transactions could result in a change of control that may result in changes in business focus or practices that may affect the profitability of the Companys business. Although the Company has entered into a Relationship Agreement with each of CICC and CIC Fund (further details of which are set out in paragraph 12.4 of Part 15 of the Document), the concentration of ownership may have the effect of delaying or deterring a change in control in the Company (and so deprive Shareholders of an opportunity to receive a premium for the Common Shares as part of a sale of the Company) or affect the market price of the Common Shares. The Company may require additional capital in the future and no assurance can be given that such capital will be available at all or available on terms acceptable to the Company The Company will have further capital requirements to the extent it decides to proceed to expand its activities, or to take advantage of opportunities for acquisitions, joint ventures or other business opportunities that may be presented to it. In addition, the Company may not complete necessary financings in a timely manner on acceptable terms, if at all. Where the Company issues Common Shares in the future, such issuance may result in the then

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existing shareholders of the Company sustaining dilution to their relative proportion of the equity in the Company. If a proposed reverse takeover by the Company is announced or leaked the listing of the Common Shares may be suspended. Suspension of the Companys shares owing to insufficient information will reduce liquidity in the Common Shares, potentially for a significant period of time, and may adversely affect the price at which a Shareholder can sell them It is the Companys duty under the Listing Rules to contact the UKLA as early as possible if a Reverse Takeover has been agreed or is in contemplation, to discuss whether a suspension of the listing is appropriate. The UKLA retains a general power to suspend a companys securities where it considers it necessary to protect investors. The UK Listing Authority may decide to exercise such power where the Company undertakes a transaction which, because of the comparative size of the Company and any target, would be a Reverse Takeover under the Listing Rules. The Listing Rules provide that generally when a Reverse Takeover is announced or leaked, there will be insufficient information in the market about the proposed transaction and the listed company will be unable to assess accurately its financial position and inform the market appropriately, so suspension of trading in the listed companys securities will often be appropriate. Any such suspension would be likely to continue until sufficient financial information on the transaction is made public and the period during which the Common Shares would be suspended may therefore be significant. Depending on the nature of the Acquisition and the stage at which it is leaked or announced, it may take a substantial period of time to compile the relevant information, particularly where a target does not have financial or other information readily available which is comparable with the information a listed company would be expected to provide. A suspension of the Companys Common Shares would materially reduce liquidity in such shares which may affect an Investors ability to realise some or all of his or her investment and/or the price at which such Investor can effect such realisation. If the Companys listing has been suspended from trading for more than six months, the listing will be cancelled. The Companys listing will generally be cancelled on completion of a reverse takeover and if the Company is not readmitted this will reduce liquidity in the Common Shares, potentially for a significant period of time, and may adversely affect the price at which a Shareholder can sell them The Listing Rules provide that the listing of a companys equity securities will generally be cancelled when it completes a Reverse Takeover. If the UK Listing Authority decided to cancel the Companys listing in such circumstances, the Company would expect to seek the admission to listing at the time of completion of any such Reverse Takeover. The process for admission following a Reverse Takeover would require publication of a prospectus and it would be necessary for the Company to meet the eligibility requirements set by the UK Listing Authority in order to be admitted. However, there is a risk that such eligibility criteria will not be met and therefore there is no guarantee that such admission would be granted. A cancellation of the listing of the Companys Common Shares would materially reduce liquidity in such shares which may affect an Investors ability to realise some or all of his or her investment and/or the price at which such Investor can effect such realisation. RISKS RELATING TO THE SEYCHELLES Enforcement of Legal Rights against the Company The Company has been formed under the laws of Seychelles. As a result, it may not be possible for Shareholders to effect service of process within their jurisdiction upon the Company. All or a substantial portion of the assets of the Company may be located outside of the jurisdiction of the Shareholders and, as a result, it may not be possible to satisfy a judgment against the Company in the Shareholders jurisdiction or to enforce a judgment obtained in the Shareholders jurisdiction against the Company. Seychelles Legal System The Seychelles judicial process to enforce remedies and legal rights is relatively less developed than is the case in Europe and the United States and maybe subject to delays.

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Corporate Disclosure and Regulatory Standards Seychelles disclosure and regulatory standards may in certain respects be less stringent than standards in other countries. There may be less publicly available information about Seychelles companies than is regularly published by or about companies in such other countries or information about Seychelles companies may be protected by law and therefore not in the public domain. The difficulty in obtaining such information may mean that investors or parties may experience difficulties in obtaining reliable information regarding the Company and, where applicable, the Group. However, the Company will comply at all times with the requirements of the Listing Rules and the Disclosure and Transparency Rules. This risk factor does not in any way limit, or caveat the Companys responsibilities under, or ability to comply with the Disclosure and Transparency Rules as a listed company. Changes in Applicable Law The Company and the Group must comply with various legal requirements, including, but not limited to, Seychelles general and securities laws. If any of the laws and regulations currently in effect should change or any new laws or regulations should be enacted, the legal requirements to which the Company, the Group and/or the Shareholders may be subject could differ materially from current requirements. Any change or modification may materially and adversely affect the Company, the Group and the Shareholders. Non - Eligibility for Benefits under the Double Taxation Agreement between China and The Republic of Seychelles for the Avoidance of Double Taxation (DTA) By virtue of its status as an international business company, the Company is not resident in the Seychelles for tax purposes and, therefore, not eligible for or entitled to any benefits under the DTA. Risks relating to Carry On Business in the Seychelles On the basis of existing legislation, the Company, as an international business company is, among other things, not permitted to carry on business in the Seychelles. While the Company believes that its activities will not be deemed as carrying on business in the Seychelles, there is a risk that the Seychelles authorities could take a contrary view and subject the Company to further registration, licensing and other requirements (including tax). Tax Risks Investors in the Company are subject to a number of risks related to tax matters. On the basis of existing legislation, if a Shareholder is neither domiciled nor resident in the Seychelles, that Shareholder will not be subject to any Seychelles income tax, capital gains or withholding tax, estate duly, inheritance, succession or gift tax, rate, duty, levy or any other charges by reason of the ownership, transfer or redemption of any of the Common Shares. The tax consequences of an investment in the Company are, however, complex, and the full tax impact of an investment in the Company will depend on circumstances particular to each investor. Accordingly, prospective investors are strongly urged to consult their tax advisors with specific reference to their own situations. In addition, the tax laws relevant to the Company are subject to change, and investors because of such changes could incur tax liabilities. RISKS RELATING TO THE COMMON SHARES Share price volatility and trading basis Notwithstanding the fact that an application will be made for the Common Shares to be admitted to the Standard Listing segment of the Official List this should not be taken as implying that there will be a liquid market in the Common Shares and, accordingly, it may be more difficult for investors to sell their Common Shares. A return on investment in the Common Shares may, therefore, in certain circumstances be difficult to realise. The share price of publicly traded companies can be highly volatile and subject to wide fluctuations in response to a variety of factors, which could lead to losses for Shareholders. The price at which the Common Shares may trade and the price which investors may realise for their Common Shares will be influenced by a large number of factors, some specific to the Company and some which may affect quoted companies generally. These factors could include the performance of the Companys operations, large purchases or sales of shares, liquidity (or absence of liquidity) in its shares, currency fluctuations, legislative or regulatory changes (including changes in the tax regime in the jurisdiction in which the

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Company or companies in which the Group acquires an interest), additions or departures of key personnel at the Company, adverse press, newspaper and other media reports and general economic conditions. In addition, stock markets from time to time suffer significant price and volume fluctuations that affect the market price for securities and which may be unrelated to the Companys performance. The value of the Common Shares will therefore fluctuate and may not reflect their underlying asset value. The City Code The Company is incorporated as a Republic of Seychelles company and is managed and controlled outside the United Kingdom. For those reasons the Common Shares are not subject to the provisions of the City Code and accordingly the rules regarding mandatory takeover offers set out in the City Code do not apply to the Company. However, the Company has included provisions in its Articles similar to the mandatory provisions of the City Code. A summary of these provisions can be found at paragraph 4.21 of Part 15 of this document. Dividends There can be no assurance as to the level or frequently of future dividends, if any. The declaration, payment and amount of any future dividends of the Company are subject to the discretion of the directors of the Company, and will depend on, among other things, the Companys earnings, financial position, cash requirements and availability of profits. Regulatory Protection An application will be made for the Common Shares to be admitted to a Standard Listing on the Official List. A Standard Listing will afford investors in the Company a lower level of regulatory protection than that afforded to investors in a Company with a Premium Listing, which is subject to additional obligations under the Listing Rules. Further details regarding the differences in the protections afforded by a Premium Listing or against a Standard Listing are set out in the section entitled Consequences of Standard Listing in on Part 7 of this document. Investors should therefore consider carefully whether investment in the Company is suitable for them, in view of the risk factors outlined above and the information contained in this document, their personal circumstances and the financial resources available to them.

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PART 2

PRESENTATION OF FINANCIAL AND OTHER INFORMATION 1. General No person has been authorised to give any information or to make any representations in connection with Admission other than the information and representations contained in this document and, if any other information is given or representations are made, such information or representations must not be relied upon as having been authorised by or on behalf of the Company or the Directors. The Company does not accept any responsibility for the accuracy or completeness of any information reported by the press or other media, nor the fairness or appropriateness of any forecasts, views or opinions expressed by the press or other media regarding Admission, the Common Shares, the Company or the Group. The Company makes no representation as to the appropriateness, accuracy, completeness or reliability of any such information or publication. Without prejudice to any obligation of the Company under the FSMA, the Prospectus Rules, the Listing Rules or the Disclosure and Transparency Rules, the delivery of this document shall not, under any circumstances, create any implication that there has been no change in the business or affairs of the Company or of the Group taken as a whole since the date hereof or that the information contained herein is correct as of any time subsequent to its date. The contents of this document or any subsequent communications from the Company, the Group or any of their respective affiliates, officers, advisers, directors, employees or agents are not to be construed as advice on legal, business, taxation, accounting, regulatory, investment or any other matters. Each investor should consult his or her own lawyer, financial adviser or tax adviser for legal, financial or tax advice, as appropriate. This document does not constitute, and may not be used for the purposes of, an offer to sell or an invitation or the solicitation of an offer or invitation to subscribe for or buy, any Common Shares by any person in any jurisdiction. The Common Shares have not been, and will not be registered under the Securities Act, or under any relevant securities laws of any state or other jurisdiction in the United States, or under the applicable securities laws of Australia, Canada, Japan, South Africa or the Republic of Ireland. Investors should read this document in its entirety. 2. Presentation of financial information The financial information presented in this document comprises:

audited financial information for the Group for the period from incorporation of the Company on 6 May 2014 to 31 December 2014; and

the non-statutory financial information which has been prepared in accordance with IFRS. 3. Non-financial information operating data The non-financial operating data included in this document has been extracted without material adjustment from the management records of the Group and is unaudited. Currencies In this document, references to pounds sterling, , pence or p are to the lawful currency of the UK;

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references to RMB are to the lawful currency of the PRC and references to US dollars, U.S. dollars, dollars, U.S.$, cents or c are to the lawful currency of the United States. The basis of translation of any foreign currency transactions and amounts in the financial information set out in Part 9: Historical Financial Information is described in that Part 9. 4. Rounding Percentages and certain amounts in this document, including financial, statistical and operating information, have been rounded to the nearest whole number or single decimal place for ease of presentation. As a result, the figures shown as totals may not be the precise sum of the figures that precede them. In addition, certain percentages and amounts contained in this document reflect calculations based on the underlying information prior to rounding, and, accordingly, may not conform exactly to the percentages or amounts that would be derived if the relevant calculations were based upon the rounded numbers. 5. Third party information The Company confirms that all third party information contained in this document has been accurately reproduced and, so far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted that would render the reproduced information inaccurate or misleading. Where third party information has been used in this document, the source of such information has also been identified. 6. No incorporation of website The contents of the Companys website, any website mentioned in this document or any website directly or indirectly linked to these websites have not been verified and do not form part of this document and investors should not rely on such information. 7. Definitions A list of defined terms and technical terms used in this document is set out in Part 16: Definitions. 8. Forward-looking statements This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms believes, estimates, anticipates, expects, intends, may, will, target, plan, continue or should or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the intentions, beliefs or current expectations of the Company concerning, amongst other things, the objectives and policies, financing strategies, performance, results of operations, financial condition, prospects, and dividend policy of the Company and the markets in which it and the other companies in the Group operate. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Companys actual performance, results of operations, financial condition, dividend policy and the development of its financing and operational strategies may differ materially from the impression created by the forward-looking statements contained in this document. In addition, even if the performance, results of operations, financial condition and dividend policy of the Company, and the development of its financing and operating strategies, are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments. Important factors that could cause these differences include, but are not limited to the risk factors (which are not exhaustive) set forth below in Part 1: Risk Factors.

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Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. In addition, even if the Companys results of operations and financial condition, and the development of the industry in which the Company operates, are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. Investors are cautioned that forward-looking statements are not guarantees of future performance. The Company makes no representation, warranty or prediction that the results predicted by such forward-looking statements will be achieved and these forward-looking statements represent, in each case, only one of many possible scenarios and should not be viewed as the most likely or standard scenario. Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this document speak only as at the date of this document, reflect the Companys current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Companys operations, results of operations and growth strategy. Investors should specifically consider the factors identified in this d