221d68a0-68dd-481a-ae5f-b82b90b594b6.pdf SOMERLEY CAPITAL LIMITED

20/F., China Building, 29 Queen's Road Central, Hong Kong

Telephone: 2869 9090 Fax: 2526 2032 E-Mail: somerley@somerley.com.hk



29 January 2016


The Board of Directors

China Billion Resources Limited Room 2811, 28th Floor

China Merchants Tower

No 168-200 Connaught Road Central, Hong Kong


Dear Sirs,


China Billion Resources Limited (the "Company")


(1) Proposed Capital Reorganisation; (2) Open Offer on the basis of two Offer Shares for every one Reorganised Share held on the Open Offer Record Date; (3) Issue of Settlement Shares and Settlement Convertible Bonds under Debt Settlement Agreements; (4) Application for Whitewash Waiver; (5) Adoption of new Articles of Association; and (6) Adoption of new Share Option Scheme (the "Transactions")


We refer to the circular of the Company dated 29 January 2016 in connection with, among other things, the Transactions (the "Circular"). Unless otherwise defined herein, terms defined in the Circular have the same meanings in this letter.


We hereby give, and confirm that we have not withdrawn, our consent to the issue of the Circular with the inclusion of our letter dated 29 January 2016 and references to our name in the form and context in which they appear in the Circular.


We confirm that as at the Latest Practicable Date, we did not have (i) any shareholding, directly or indirectly, in any member of the Group; (ii) any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group; 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 any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.


Yours faithfully,


For and on behalf of

Somerley Capital Limited



Lyan Tam

Director

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/(014) Consent Letter from the Independent Financial Adviser.pdf