ANNUAL%20REPORT%202015%20eng

Directors’ Report
NON-COMPETITION UNDERTAKING
Pursuant to a deed of non-competition dated 20 September 2010, and as amended on 3 April 2012 and 4 July
2012 (the “Deed of Non-competition”) executed by Mr. Odjargal Jambaljamts, Mr. Od Jambaljamts, MCS Mining
Group Limited and MCS (Mongolia) Limited (collectively the “Undertakers”) in favour of the Company (for itself
and on behalf of the Group), the Undertakers undertake, among other things, that at any time when the shares of
the Company are listed on the SEHK and for so long as the Undertakers and its associates together hold, whether
individually or taken together, 30% or more of the issued share capital or are otherwise regarded as a controlling
shareholder of the Company under the Listing Rules, the Undertakers will not, and will procure that its associates
(excluding the Group) will not, directly or indirectly, either on its own account or with each other or in conjunction
with or on behalf of any person, firm or company, except through a member of the Group, among other things,
carry on, participate or be interested or engaged in, acquire or hold (in each case whether as a shareholder,
partner, agent, employee or otherwise) any business (except for their aggregate 10% interest in Quincunx (BVI)
Ltd) which is or may be in competition with the Restricted Mining Business (as defined in the prospectus of the
Company dated 28 September 2010) of any member of the Group from time to time. In the event that a business
opportunity in relation to the Restricted Mining Business (as defined in the prospectus of the Company dated
28 September 2010) is made available to the Undertakers and/or any of their associates, the Undertakers shall
promptly notify the Company in writing and refer such business opportunity for the Company’s consideration
and the Undertakers shall not and procure his/their associates shall not, invest or participate in any project or
business opportunity unless such project or business opportunity has been rejected by the Company and the
principal terms on which the Undertakers or his/their associates invest or participate are no more favourable than
those made available to the Company.
Each of the Undertakers has reviewed his/their respective business (excluding the business of the Group) and
advised that during the year ended 31 December 2015, his/their respective business did not compete with the
Group and there was no opportunity made available to the Undertakers to invest or participate in any such project
or business opportunity that is governed by the Deed of Non-competition.
Each of the Undertakers has given a written confirmation to the Company that it has fully complied with the terms
of the Deed of Non-competition. The independent non-executive Directors have also reviewed the confirmations
by each of the Undertakers and concluded that each of the Undertakers has been in compliance with the Deed of
Non-competition during the year ended 31 December 2015.
Annual Report 2015
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