MINDAX LIMITED 
By 604 Page 1/4
FORM 604
Corporations Act 2001
Section 671B
TO: Company Name: Mindax Limited
ACN 106 866 442
1. Details of substantial holder (1)
Name: Andrew Tsang, Chun Xiang Zeng, Lai You, Xiang Rong (Australia) Construction Group Pty Ltd, and Other Parties
There was a change in the interest of the substantial holder on 11 January 2013
The previous notice was given to the Company on 7 December 2012
The previous notice was dated 7 December 2012
The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:
Class of Securities (4) | Previous notice | Present notice | ||
Class of Securities (4) | Person's votes | Voting power (5) | Person's votes | Voting power (5) |
Ordinary | 47,764,543 | 20.695% | 47,764,543 | 19.314% |
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:
Date of change | Person whose relevant interest changed | Nature of change (6) | Consideration given in relation to change (7) | Class and number of securities affected | Person's votes affected |
11/01/2013 | All parties mentioned in section 4 below | Dilution due to settlement of placement | Not applicable | Not applicable |
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4. Present relevant interestsParticulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Holder of relevant interest | Registered holder of securities | Person entitled to be registered as holder (8) | Nature of relevant interest (6) | Class and number of securities | Person's votes |
Andrew Tsang, Chun Xiang Zeng, Mei Chun Zeng, Fujian Xiang Rong Construction (Group) Co Limited, Xiang Rong (Australia) Construction Group Pty Ltd, Lai You | Andrew Tsang Chun Xiang Zeng Andrew Tsang Andrew Tsang Xiang Rong (Australia) Construction Group Pty Ltd Lai You (formerly known as Lei You) | Andrew Tsang Chun Xiang Zeng Andrew Tsang Andrew Tsang Xiang Rong (Australia) Construction Group Pty Ltd Lai You | Shareholder (see Annexure A) Shareholder (see Annexure A) Shares purchased on 20 & 21 February 2008 and held on behalf of Fujian Xiang Rong Construction (Group) Co Limited (See Annexure A) Shares purchased between 11 and 19 February 2008 and held on behalf of Mei Chun Zeng (See Annexure A) Shareholder (See Annexure A) Shareholder (See Annexure A) | Ordinary 15,757,391 Ordinary 1,355,979 Ordinary 2,223,136 Ordinary 12,813,606 Ordinary 80,000 Ordinary 15,534,431 | 15,757,391 1,355,979 2,223,136 12,813,606 80,000 15,534,431 |
The persons who have become associates (2) or, ceased to be associates of, or have changed the nature of their association (9 )
with, the substantial holder in relation to voting interests in the company or scheme are as follows.
Name and ACN/ ARSN (if applicable) | Nature of Association |
The addresses of persons named in this form are as follows:
Name | Address |
Andrew Tsang/ Chun Xiang Zeng/ Xiang Rong (Australia) Construction Group Pty Ltd/Lai You Fujian Xiang Rong Construction (Group) Co Ltd Mei Chun Zeng | Unit 36/497 to 507 Pacific Highway, Killara NSW 2071 No 9 Nanchang Zhonglu, Xiancheng District, Zhangzhou City, Fujian, China Room 404, Block 20, No 9 Nanchang Zhonglu, Xiangcheng District, Zhangzhou City, Fujian, China |
print name Aneirew Tsang capacity Substantial holder
604 Page 3/4
sign heredate 17/01/2013
DIRECTIONS
(l) lf there are a number of substanttalholders with similar or related relevant interests (eg.a corporation and its related corporations.or the manager and trustee of an equity trust). the names could be included in an annexure to the form. lf the relevant interests of a group of persons are essentially similar.they may be referred to throughoutthe 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 6 of the form.
(2) See the definition of "associate" in section 9 of the Corporat1ons Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act2001. (4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(6) Include details of:
(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. lf subsection 6718(4) applies. a copy of any document setting outthe terms or 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
(b) any qualification of the power of a person to exercise. contro!the exercise of. or mfluence the exercise or. the voting powers or disposalof the securities to wh1ch 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.
(7) Details of the cons1deration must include any and ali benefits.money and other. that any person from whom a relevant interest was acquired has.or may.becom e ent1tled to rece1ve inrelation to that acquisition. Details must be mcluded even if the benefit is conditional on the happening or not of a contingency. Details must be
1ncluded of any benefit paid on behalf of the substantialholder 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.
(8) lf the substanttalholder IS unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown" (9) Give details. 1f appropriate. of the present assoc1at1on and any change in that association since the last substant1alholding notice.
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ANNEXURE "A"
This is the annexure of 1 page marked "A" mentioned in the substantial holding form signed by me and dated 17 January 2013.
1. This substantial holding notice is given by Andrew Tsang on behalf of himself; Chun Xiang Zeng, Andrew Tsang's wife; Lai You, Andrew Tsang's mother; and Xiang Rong (Australia) Construction Group Pty Ltd (an entity controlled by Andrew Tsang); and:
(a) Fujian Xiang Rong Construction (Group) Co Ltd, a company which is controlled by Andrew Tsang; and
(b) Mei Chun Zeng, Andrew Tsang's sister.
(collectively, the Other Parties).
2. Andrew Tsang has a relevant interest in the shares owned directly by him, Chun Xiang Zeng, Lai You, Xiang Rong
(Australia) Construction Group Pty Ltd, and owned indirectly by the Other Parties.
3. Andrew Tsang has entered into separate written agreements with each of the Other Parties dated 28 June 2007 under which:
(a) the Other Parties direct Andrew to purchase shares in the Company in his name but on their behalf. (b) Andrew holds the shares on behalf of the Other Parties; and
(c) Andrew receives commission on the profit realised upon every sale and purchase of the shares.
4. Despite the agreements referred to in paragraph 3 above being silent on voting rights and rights of disposal in the shares, Andrew and each of the Other Parties has agreed that Andrew must only act on direction and cannot exercise any voting rights attached to the shares or dispose of any shares independently and without authority.
5. Despite the agreements referred to in paragraph 3 above being silent on the means by which each of the Other Parties determines when it is appropriate to direct Andrew to purchase shares in the Company, in practice each direction is only given as a consequence of each of the Other Parties conferring with Andrew.
6. In practice, all acquisitions made by Chun Xiang Zeng and Lai You were made as a consequence of Chun Xiang Zeng and Lai You conferring with Andrew.
7. On the basis of the above, Chun Xiang Zeng, Lai You, Xiang Rong (Australia) Construction Group Pty Ltd and each
of the Other Parties has a relevant interest in the shares referred to in Section 4 of this Notice due to each party's status
as an associate of Andrew in relation to the shares in the Company in which Andrew has a relevant interest.
Andrew Tsang
Dated 17 January 2013
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