China Billion Resources : Share Settlement Agreement F2

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Dated 9 November, 2015

1. BILLION GLORY CAPITAL INVESTMENT LIMITED

   
   

2. CHINA BILLION RESOURCES LIMITED

   
   

   SHARE SETTLEMENT AGREEMENT FOR EXISTING LOAN FACILITY

   
   

   REED SMITH RICHARDS BUTLER

   20th Floor Alexandra House 18 Chater Road

   Central, Hong Kong

   Ref : DH0/381253.00001

   
   

   
   

   CONDITION

   TABLE OF CONTENTS

   
   

3. INTERPRETATION 1

4. CONDITIONS PRECEDENT 5

5. ISSUE OF SHARES 6

6. COMPLETION 7

7. RESCISSION 7

8. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS 8

9. NOTICES 9

10. MISCELLANEOUS 10

11. GOVERNING LAW AND JURISDICTION 12

SCHEDULE 1 13










TIDS AGREEMENT is made on 9 November, 2015




BETWEEN:




!. BILLION GLORY CAPITAL INVESTMENT LIMITED, a company incorporated in Hong Kong with limited liability having its registered office at Room 3111, 31/F., China Merchants Tower, No.168-200 Connaught Road Central, Hong Kong (the "Creditor")




1. CIDNA BILLION RESOURCES LIMITED, a company incorporated under the laws of Cayman Islands with its registered office at Cricket Square, Hutchins Drive, P.O. Box 2681 Grand Cayman KY!-1111, Cayman Islands and whose principal place of business in Hong Kong is at Room 2811, 28/F., China Merchants Tower, No.168-200 Connaught Road Central, Hong Kong (the "Company")

   
   

   WHEREAS:

   
   

2. the Company was incorporated in the Cayman Islands and at the date of this Agreement has a total issued share capital of 5,235,303,300 shares of HK$0. lO each, all of which are fully paid and currently listed on the Main Board of the Stock Exchange;




1. trading in the shares of the Company have been suspended since 29 June 2011 and on 30 December 2011, the Stock Exchange issued a letter to the Company imposing certain conditions for the resumption of trading in its shares of the Company on the Stock Exchange;

   
   

2. the Creditor has agreed to accept the Settlement Shares, and the Company has agreed to allot and issue to the Creditor, in full and final settlement of the Debt on and subject to the terms and conditions set out in this Agreement.

   
   

   NOW IT IS HEREBY AGREED AS FOLLOWS:

   
   

3. INTERPRETATION




1.1 In this Agreement and the Recitals, unless the context requires otherwise, the following expressions shall have the following meanings:




"Announcement" means the announcement to be released by the Company in

relation to, amongst other things, the issue of Settlement Shares;




"Authorised Capital Increase" means the increase in the authorised share capital of the

Company from HK$26,176,516.50 compnsmg 2,617,651,650 Reorganised Shares (immediately following the Share Capital Reduction and Share Consolidation) to HK$250,000,000 comprising 25,000,000,000 Reorganised Shares by the creation of 22,382,348,350 additional Reorganised Shares;




"BusinessDay" means a day (other than a Saturday or Sunday or days on which a tropical cyclone warning No. 8 or above or a "black rainstorm warning signal" is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) ou which banks in Hong Kong are open generally for banking business;




"CCASS" means the Central Clearing and Settlement System

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operated by Hong Kong Securities Clearing Company Limited;




"Capital Reorganisation" means a reorganisation of the share capital of the Company

involving the Share Capital Reduction, the Share Consolidation and Authorised Capital Increase;




''Completion'' means completion of the issue of the Settlement Shares pursuant to Clause 4.1; "Completion Date" means the date on which Completion takes place; "Conditions Precedent" means the conditions precedent listed in Clause 2.1 and a

"Condition Precedent" shall mean any one of the conditions precedent;




''Conversion Shares" means the Reorganised Shares that fall to be issued on

exercise of conversion rights attached to the Settlement Convertible Bonds;




"Cut-off Date" means 31 December, 2015 (or such later date as the parties to this Agreement may agree);




"Debt" means the aggregate principal amount (not exceeding HK$20,000,000) that is drawn down by the Company and owing to the Creditor as at close of business on the date immediately preceding the Completion Date, in respect of the loan facility particulars of which are set out in Part A of Schedule l;




"Director(s)" means at any time the director(s) of the Company at that

time;




''Encumbrance" means any charge, mortgage, security, lien, option, equity, power of sale or hypothecation or other third party rights, retention of title, right of pre-emption, right of first refusal or security interest of any kind and "Encumber" shall be construed accordingly;




"Group" means the Company and its Subsidiaries and "member of the Group" shall be construed accordingly;




"Hong Kong" means the Hong Kong Special Administrative Region of the People's Republic of China;




''HK$" means Hong Kong dollars; the lawful currency of Hong Kong;




"'Issue Price" means HK$0.05 for each Settlement Share;




''Listing Rules" means the Rules Governing the Listing of Securities on the Stock Exchange;




"Long-stop Date" means 31 May 2016 (or such later date as the parties may

agree);

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