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2021 Report13 August 2018 ASAPLUS RESOURCES LIMITED [Incorporated in Singapore] UEN 201210180E | ARBN 158 717 492 ANNUAL REPORT 2018 for the financial year ended 31 March 2018 60 Paya Lebar Road #08-55 Paya Lebar Square Singapore 409051 T: +65 66552730 info@asaplusresources.com [Background photo: adit of one of the production tunnels at the Beikeng Mine] 1. Chairman’s Statement To shareholders of Asaplus Resources Limited It gives me great pleasure as chairman of the board of directors to once again present to shareholders our company’s annual report for the financial year ended 31 March 2018 (FY2018). Since our company’s listing in 2011, it had faced many challenges, including economic, regulatory and operational with the steadfastness of its challenges. management and staf, our company has managed to weather through these challenges. However, During FY2018, our company has focused on development work on the Beikeng Mine, and I am pleased to report that all necessary development works are more or less substantially completed to bring it to the final stage of development. In short, this coming financial year will see the Beikeng Mine transform from being in a development stage to a commercial extraction stage. Our company will commence full scale extraction of mineral ore at the Beikeng Mine once the ore processing plant which is now in the final planning stage becomes operational. With inferred resources of iron, zinc, lead and tungsten trioxide, details of which are set out later in this statement, I believe that the Beikeng Mine presents a lucrative value proposition for the Company moving forward. Therefore, I am also pleased to report that towards the end of FY2018, we had managed to secure a substantial investment from an investor who will invest a total sum of RMB25,000,000 (approximately $4,890,000 at then prevailing foreign exchange rate) into our company. Of this, a sum of RMB19,000,000 (approximately $3,720,000 at then prevailing foreign exchange rate) has been disbursed to our company. This investment will bring our company to the next level of business, and will primarily be deployed for the construction of the ore processing plant and for general working capital requirements. With this outlook, I believe that our company will be able to be in a position to report its initial profit in the coming financial year. Having provided with an overview of the major works carried out during the last financial year and the outlook for the coming financial year, I will now deal with disclosures of other information prescribed by the listing rules. Share buy-back In FY2018, Asaplus Resources Limited (the Company) did not carry out any buy-back of its shares. As of the date of this Annual Report, the Company has not sought shareholders' approval for the buy-back of its shares and does not intend to do so at the forthcoming annual general meeting. 1 Information required under LR5.20(a) The mining tenements held by the Company and its child entities as at the date of the 2018 Annual Report Location of the tenements The Silverstone Project, a 4.83 km2 tenement located in Datian County, Sanming City, Fujian Province in the People's Republic of China, under exploration licence number T35120110102043628 which expired on 30 October 2014. The Company has applied to the relevant authorities for an extension of time to apply for the renewal of this exploration permit. As the Company does not have any immediate plan to commence commercial operations at the Silverstone Project, the Company will only apply for the extension of the exploration permit (as a precursor for the Company to complete its application for an extraction licence) at such time when demand for and prices of iron ore make it feasible to commence commercial operations at the Silverstone Mine. The Beikeng Mine, a 0.771 km2 iron ore tenement located in Datian County, Sanming City, Fujian Province in the People's Republic of China, under extraction licence number C3500002010122110086857 which expires on 4 February 2023. Tenement Location Silverstone Project Beikeng Mine Datian County, Sanming City Fujian Province China Datian County, Sanming City Fujian Province China Percentage interest held Tenement Percentage interest held Silverstone Project Beikeng Mine 100% 80% The summary of the ore reserves and mineral resources at the above tenements in a tabular form is as follows: Resources estimate in the Inferred Category Note(s) on the resource estimate Date of original disclosure, including Competent Person’s statement Beikeng Mine 1,058,100 tonnes Includes 25,000 tonnes already mined and is stockpiled at the mine site. Fe (%) Pb (%) Zn (%) WO3 (%) 27.52 1.53 1.22 0.58 12 July 2017, with additional information disclosed on 8 August 2017 2 Resources estimate in the Inferred Category Silverstone Mine 3,480,700 tonnes Note(s) on the resource estimate Date of original disclosure, including Competent Person’s statement Calculated based on a cut of figure of 30% Fe. 13 May 2013 I conclude my statement with my very best wishes, that may each of you be well and healthy. Yours faithfully Ir. Che Mohamed Hussein bin Mohamed Sharif 3 2. Board of directors and corporate governance As of the date of this Annual Report, the Company is managed by a board of directors, which currently comprises 5 directors, namely: Name Date appointed, or last appointed as applicable Designation Che Mohamed Hussein bin Mohamed Sharif 27 August 2016 Independent non-executive director and chairman of the board DING Poi Bor 13 February 2018 Executive director LAU Eng Foo (Andy) 1 August 2012 Executive director Dominic LIM Kian Gam 27 August 2016 Independent director ONG Yih Ching 16 May 2018 Independent director The qualifications, business and working experience of each director is summarised below: (a) (b) Ir. Che Mohamed Hussein bin Mohamed Sharif Malaysian citizen Hussein is a professional engineer educated in the United Kingdom. He studied at Loughborough University of Technology under a Malaysian government scholarship, and graduated with a BSc (Hons) degree in Civil Engineering. He is currently a member of both the Institute of Engineers Malaysia and the Board of Engineers Malaysia. Hussein has a distinguished career in public service having served in various positions in the state economic development corporation of a Malaysian state where his recent postings have been senior positions at the highest levels of management. Until May 2018, Hussein was the chief executive ofcer of a state-owned property development company. Therefore, he brings with him more than 30 years’ experience in property development, construction and technical management, including managing a state- owned large-scale granite quarry. The Board elected to appoint Hussein as Chairman because his experience and qualification give him an efective combination of technical, engineering, management and leadership skills to discharge his duties as Chairman. DING Poi Bor Malaysian citizen Ding is currently the Group Managing Director of DKLS Industries Berhad (DKLS), a company listed on the Main Market of Bursa Malaysia (formerly known as Kuala Lumpur Stock Exchange). He is a founding member of DKLS and was appointed to its board as an Executive Director in 1996. He was subsequently appointed as Deputy Managing Director in 2003 and thereafter to his current position in 2007. He is also the Chairman of the Investment Committee of DKLS. He has over 30 years of diversified experience in quarry operations and project management of civil and structural engineering, road-works and building construction projects, with 4 (c) (d) a specialization in runway construction. He is also well versed in land and marine piling works and marine structures. As executive director, he is tasked with all the executive functions to oversee the overall management of the Company’s business and operations. LAU Eng Foo (Andy) Malaysian citizen Andy is the founder of and driving force behind of a group of companies in Malaysia specialising in civil engineering construction, earthwork, and granite and iron ore extraction contracting. He has been involved in these lines of business since the early 1970’s. Andy has relinquished a major portion of the day-to-day management role in the Malaysian companies to focus on his role as the Company’s executive director to spearhead the Company’s business in China. As executive director, Andy provides the entrepreneurial drive and strategic direction for the Company. Dominic LIM Kian Gam Singapore citizen Dominic is the Head of Loan Syndication and Distribution at Oversea-Chinese Banking Corporation Limited (OCBC Bank). Dominic has been in the banking industry for more than 25 years and has extensive knowledge of banking matters in the Asia- Pacific region. He has extensive experience in a wide array of lending products, ranging from structured financing and debt securitization to project and leveraged financing, and encompassing all industries and sectors. Prior to joining OCBC Bank, he was with several international investment and commercial banks. Dominic is a business graduate from the National University of Singapore and has a MSc degree in Finance from Zicklin School of Business, Baruch College, a constituent college of City University of New York. Dominic is a member of Beta Gamma Sigma Society, an international honour society for business students, graduates and scholars founded in 1913 at the University of Wisconsin in the United States. Dominic has relevant financial expertise. Therefore, when the board meets as and audit committee, or when the board meets to perform the role normally performed by an audit committee, Dominc will chair these meetings. (e) ONG Yih Ching Malaysian citizen Mr ONG Yih Ching is a Chartered Accountant (Malaysia) and is a Fellow of the Association of Chartered Certified Accountants in the United Kingdom. He is currently principal of a corporate advisory company with a practice focus on advising and consulting on accounting, audit, tax, corporate restructuring and IPO preparation. Prior to this, he was responsible for the finance functions of a public company listed on both the ASX and the CLOB board of the then Stock Exchange of Singapore. 5 At present, the board does not have a fixed number of meetings it will hold per annum. The board meets as frequently as may be required to deal with matters arising. A record of the directors' attendance at board meetings (either in person or by telecommunication means) held during the period under review is set out below: Director Che Mohamed Hussein bin Mohamed Sharif DING Poi Bor# LAU Eng Foo (Andy)@ Dominic LIM Kian Gam ONG Yih Ching Total number of meetings held during the financial year, or since the date of the director’s appointment (as the case may be) attended by the director 6 1 6 6 0 6 0 5 6 0 # DING Poi Bor excluded himself from the meeting held after his appointment during the financial year as the board deliberated on a transaction which he had interest in. @ LAU Eng Foo (Andy) excluded himself from one meeting held during the financial year as the board deliberated on a transaction which he had interest in. The ASX Corporate Governance Council Principles and Recommendations Third Edition (the Principles and Recommendations) currently applies to the Company for the financial year under review in this Annual Report. As the Company is listed on ASX, it is subject to the continuous disclosure obligations under ASX Listing Rules, the Australian Corporations Act and the Singapore Companies Act. Subject to the exceptions set out in: ☑ ☑ the Asaplus Corporate Governance Statement 2018 (the AJY CG Statement 2018) which includes the Company’s “if not, why not” report; and Key to disclosures – Corporate Governance Principles and Recommendations in the form set out in Appendix 4G of the ASX Listing Rules (the AJY Appendix 4G 2018), the Company has adopted the Principles and Recommendations to determine an appropriate system of control and accountability to best fit its business and operations commensurate with these guidelines. Full copies of the Company's corporate governance policies, the AJY CG Statement 2018 and the AJY Appendix 4G 2018 are available for download at the Company’s website (www.asaplusresources.com). As the Company’s activities develop in size, nature and scope, the board will consider the implementation of additional corporate governance practices. 3. Financial report The Company’s financial report for FY2018 is set out in the Company’s audited consolidated financial statements (the 2018 Audited Accounts) which was lodged with ASX on 29 June 2018. The 2018 Audited Accounts are available for download at the ASX announcements portal or at the Company’s website (www.asaplusresources.com). 6 4. Shareholding information Number of Security Holders and Securities on Issue As of 10 August 2018, the Company has issued 136,000,000 CHESS Depositary Interests (CDIs) over 136,000,000 fully paid ordinary shares in the Company's issued and paid up share capital held by 410 CDI-holders. Under a Subscription Agreement dated 25 January 2018 (as amended by a Supplemental Agreement dated 6 February 2018), the Company granted an option to subscribe for up to 12,000,000 new Shares at a price of $0.09795 (or RMB0.50 at the agreed foreign exchange rate) per Share to an investor. This option expires at 5:00PM Western Australian time on 1 August 2021. There is no other class of shares or securities issued by the Company. Voting Rights Under the Company's constitution, a CDI-holder may either: (a) (b) give CDN voting instructions in relation to the number of CDIs he or she holds; or requests CDN to appoint him or her or another person he or she nominates as CDN's proxy to attend the general meeting as CDN's proxy in relation to the number of CDIs he or she holds. At a general meeting, on a show of hands, a CDI holder present in person or by proxy has one vote and, upon a poll, each CDI shall have one vote. Distribution of CDI-holders The distribution of CDI-holders as of 10 August 2018 are as follows: 7 Substantial Shareholders Substantial shareholders of the Company, that is to say, holders holding more than 5% of the Company’s issued share capital, as of 10 August 2018 are as follows: Twenty Largest Shareholders The twenty largest shareholders of the Company as of 10 August 2018 are as follows: 8 Security Holding Queries All queries relating to holdings of CDIs issued by the Company should be addressed to the Company's share registry at the following address: Company Matters Pty Ltd Level 12 QV1 Building 250 St Georges Terrace Perth WA 6000 Tel: Fax: +61 8 9211 6653 +61 2 9287 0350 9
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