China Billion Resources : Letter from the Independent Board Committee

739daef6-33c7-4e56-ae4a-8c317d2f1aa6.pdf

CHINA BILLION RESOURCES LIMITED

(Incorporated in the Cayman Islands with limited liability)

Room 2811, 28/F., China Merchants Tower, Shun Tak Centre, No.168-200 Connaught Road Central, H.K. Telephone: [phone] Fax: [phone]

29 January 2016

To the Independent Shareholders

Dear Sir or Madam,

1. OPEN OFFER ON THE BASIS OF TWO OFFER SHARES FOR EVERY ONE REORGANISED SHARE HELD ON THE OPEN OFFER RECORD DATE;
2. ISSUE OF SETTLEMENT SHARES AND SETTLEMENT CONVERTIBLE BONDS UNDER DEBT SETTLEMENT AGREEMENTS; AND
3. APPLICATION FOR WHITEWASH WAIVER

We have been formed to make a recommendation to the Independent Shareholders on the Open Offer, the Debt Settlement Agreements, the Whitewash Waiver, and all the transactions contemplated thereunder, details of which are set out in the Circular issued by the Company to the Shareholders dated 29 January 2016, of which this letter forms part. With the approval of the Independent Board Committee, Somerely Capital Limited has been appointed by the Company as the independent financial adviser to advise us in this regard.

Terms defined in the Circular will have the same meanings when used herein unless the context otherwise requires.

We wish to draw your attention to the letter from the Board and the letter from the Independent Financial Adviser set out on pages 16 to 55 and pages 58 to 89 of the Circular respectively, and the additional information set out in the appendices to the Circular.

Having taken into account the Open Offer, the Debt Settlement Agreements, the Whitewash Waiver, and all the transactions contemplated thereunder, and the principal factors and reasons considered by Independent Financial Adviser and its conclusion and advice, we concur with the view of Independent Financial Adviser and consider that the Open Offer, the Debt Settlement Agreements, the Whitewash Waiver, and all the transactions contemplated thereunder are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Independent Shareholders.

Accordingly, we recommend the Independent Shareholders to vote in favour of the resolutions to be proposed at the EGM to approve the Open Offer, the Debt Settlement Agreements, the Whitewash Waiver, and all the transactions contemplated thereunder.

- 2 -

CHINA BILLION RESOURCES LIMITED

(!nc01porated inthe Cayman Islands with limited liability)

Room 2811, 28/F., China Merchants Tower, Shun Tak Centre, No.168-200 Connaught Road Central,H.K. Telephone:[phone] Fax: [phone]

Yours faithful ly,

For and on behalf of the Independent Board Committee

Jin Shunxing Chiang Tsung-Nien Liu Shuang

Independent Non-executive Director

Independent Non-executive Director

Independent Non -executive Director

CHINA BILLION RESOURCES LIMITED

(Incorporated in the Cayman Islands with limited liability)

Room 2811, 28/F., China Merchants Tower, Shun Tak Centre, No.168-200 Connaught Road Central, H.K. Telephone: [phone] Fax: [phone]

Yours faithfully,

For and on behalf of the Independent Board Committee

Jin Shunxing Chiang Tsung-Nien Liu Shuang

Independent Non-executive Director

Independent Non-executive Director

Independent Non-executive Director