c9dd80d0-325d-4b21-83c5-5b9f506a39fc.pdf


Our Ref. : EN/AY/C l 92 29 January 2016

The Board of Directors

China Billion Resources Limited 2811 China Merchants Tower Shun Tak Centre

168-200 Connaught Road Hong Kong


Dear Sirs,


China Billion Resources Limited (the "Company") and its subsidiaries (hereinafter

collectively referred to as the "Group")


We refer to our accountants' report on the unaudited pro forma financial information of the Group as at 30 June 201 5 as set out in Appendix Ilof the circular of the Company dated 29 January 2016 (the "Circular") in relation to the illustration of the impact of the proposed open offer of ordfo.ary shares of the Company on the basis of two Offer Shares for every one Reorganised Share on the Group's financial position as at 30 June 2015 as if the Capital Reorganisation the Debt Settlement Agreements and the Open Offer had taken place on 30 June 2015.


We hereby consent, and confirm that we have not withdrawn our consent, to the issue of the Circular with the inclusion of our accountants' report on the unaudited pro forma financial information of the Group and references to our name in the form and context in which they appear in the Circular.


We also confirm that, as at the Latest Practicable Date, we did not have (i) any shareholding, directly or indirectly, in the Company or any of its subsidiaries, (ii) any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in the Company or any of its subsidiaries, and (iii) any interest, either direct or indirect, in any assets which had been, since 31 December 2014 (being the date to which the latest published audited accounts of the Group were made up) acquired or disposed of by or leased to the Company or any of its subsidiaries, or were proposed to be acquired or disposed of by or .leased to the Company or any of its subsidiaries.


Yours faithfully,


Certified P lie Accountan s Ng Ka Lo

Practising Certificate Nun er P06084 Hong Kong

China Billion Resources Limited issued this content on 29 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 28 January 2016 16:38:03 UTC

Original Document: http://www.chinabillion.net/en/doc/2016 English/(015) Consent Letter from ZHONGHUI ANDA CPA Limited.pdf