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7 June 2012

The ManagerCompany AnnouncementsAustralian Securities Exchange Limited Level 2120 King StreetMELBOURNE VIC 3000

Dear Sir/Madam

Takeover offer by Linyi Mining Group Co., Ltd for all of the ordinary shares in Rocklands Richfield Limited

We act for Linyi Mining Group Co., Ltd. (Linyi) in relation to its off-market takeover bid for all of the ordinary shares in Rocklands Richfield Limited ABN 82 057 121 749 (RCI) (Offer).

We enclose pursuant to section 633(1) item 5 of the Corporations Act 2001 (Cth) (Corporations Act), a copy of Linyi’s bidder’s statement dated 7 June 2012 containing the Offer (Bidder’s Statement).

The Bidder’s Statement was lodged with the Australian Securities and Investments Commission and will be sent to RCI today.

On behalf of Linyi we give notice under section 633(4) of the Corporations Act that the date set by Linyi for the purposes of section 633(2) of the Corporations Act as the date for determining the people to whom information is sent under items 6 and 12 of subsection 633(1) of the Corporations Act is 5:00am on 7 June 2012.

Yours faithfully

James StewartPartnerNorton Rose Australia

Encl.

Our reference2781952

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This is an important document that requires your immediate attention.

If you are in any doubt as to how to deal with this Bidder’s Statement, you should consult your

financial or other professional adviser as soon as possible.

Bidder’s Statement

in relation to an off-market takeover bid by Linyi Mining Group Co., Ltd.to purchase all of your ordinary shares in

Rocklands Richfield Limited ABN 82 057 121 749

for $0.52 cash per share

This Offer is recommended by a majority of Rocklands Richfield Limited’s directors, in the absence of a superior proposal.

Accept the cash Offer by Linyi of $0.52 for each of your shares in Rocklands Richfield Limited.

Linyi Offer Information Line

If you have any queries in relation to the Offer, please call the Linyi Offer Information Line on

1300 620 810 (for callers within Australia) or +61 3 9415 4387 (for callers outside Australia)

Financial Adviser Legal Adviser

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Information on RCIThe information on RCI contained in this Bidder’s Statement is based on publicly available information. None of the information in the Bidder’s Statement concerning RCI’s business has been verified by Linyi for the purpose of this Bidder’s Statement. Accordingly, subject to the Corporations Act, Linyi does not make any representation or warranty, express or implied, as to the accuracy or completeness of the information. The information on RCI in this Bidder’s Statement should not be deemed to be comprehensive. Further information on RCI’s business will likely be included in RCI’s Target’s Statement.

Mineral resource estimatesUnless otherwise indicated, all resources information in respect of RCI has been extracted from information included in public documents filed by RCI. This information has not been verified by Linyi. This information relates to matters of judgement and may not prove to be an accurate indication of the quality and quantity of coal which RCI and its Subsidiaries have identified or may be able to extract.

Investment decisionsBefore deciding whether to accept the Offer under this Bidder’s Statement, you should consider the contents of the Bidder’s Statement in light of your personal circumstances (including financial and taxation issues) and seek professional advice from an accountant, stockbroker, lawyer or other professional adviser.

Foreign shareholdersThe Bidder’s Statement is intended to be distributed in Australia. The distribution to countries outside of Australia may be restricted by law or regulation. If you are a foreign shareholder and in possession of this Bidder’s Statement, please ensure that you are aware of and observe any restrictions imposed in your jurisdiction.

PrivacyLinyi has collected your information from the register of RCI Shareholders for the purpose of making this Offer as at the Register Date. The Corporations Act requires the name and address of shareholders to be held in a public register. Your information may be disclosed on a confidential basis to Linyi and its Related Bodies Corporate and external service providers, and may be required to be disclosed to regulators such as ASIC.

Defined termsA number of defined terms are used in this Bidder’s Statement. These terms are explained in Section 11 of this Bidder’s Statement. In addition, unless the contrary intention appears or the context requires otherwise, words and phrases used in the Corporations Act have the same meaning and interpretation as in the Corporations Act.

Important Notices

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Important Notices

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This Bidder’s Statement is dated 7 June 2012 and is given by Linyi Mining Group Co., Ltd. (Linyi) to Rocklands Richfield Limited ABN 82 057 121 749 (RCI) under Part 6.5 Division 2 of the Corporations Act in relation to an off-market cash takeover bid for all of the ordinary shares in RCI. It was lodged with ASIC on the same date. Neither ASIC nor ASX nor any of their respective officers takes any responsibility for the content of this Bidder’s Statement.

This Bidder’s Statement does not take into account your individual investment objectives, financial situation or particular needs. You may wish to obtain professional financial and taxation advice before deciding whether or not to accept the Offer.

Important datesDate of announcement of Takeover Bid 21 May 2012

Date of Bidder’s Statement and lodgement with ASIC 7 June 2012

Opening date of Offer 12 June 2012

Closing Date (unless extended or withdrawn) 7.00 pm (Sydney time) on 13 August 2012

Important contacts

Share Registrar for the Offer Linyi Offer Information Line*

Computershare Investor Services Pty Limited 1300 620 810 (for callers within Australia)GPO Box 2115 Melbourne VIC 3001 +61 3 9415 4387 (for callers outside Australia) *Calls to these telephone numbers may be recorded.

How do you accept the Offer?• If Your RCI Shares are in an Issuer Sponsored Holding (your SRN starts with an “I”):

Return a completed and signed Acceptance Form to the address indicated in the form so that it is received before the end of the Offer Period.

• If Your RCI Shares are in a CHESS Holding (your HIN starts with an “X”):Either:• return a completed and signed Acceptance Form to the address indicated on the form, so that it is received in

sufficient time to be processed before the end of the Offer Period; or

• instruct your Controlling Participant (usually your broker) to accept the Offer on your behalf before the end of the Offer Period.

• If you are a Participant:Acceptance of the Offer must be initiated in accordance with the requirements of rule 14.14 of the ASX Settlement Operating Rules before the end of the Offer Period.

By accepting this Offer, you will appoint Linyi as your proxy in respect of Your RCI Shares before the Offer becomes unconditional.

Further information on how to accept the Offer is set out in Section 10.3 of this Bidder’s Statement.

Disclaimer as to forward looking statementsThis Bidder’s Statement may include certain statements that are in the nature of forward looking statements. You should be aware that such statements are only predictions and are subject to inherent risks and uncertainties which could cause actual values, results, performance or achievements to differ materially from those expressed, implied or projected in any forward looking statement. The forward looking statements in this Bidder’s Statement reflect the views held only as at the date of this Bidder’s Statement. While Linyi believes that the expectations reflected in the forward looking statements in this document are reasonable, no assurance can be given that such expectations will prove to be correct. You are cautioned not to place undue reliance on any forward looking statement.

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Linyi Mining Group Co., Ltd.No.69 Shangye StreetLuozhuang District, Linyi Shandong 276017 China

DirectorsChenglu Liu Chairman Zhengmin Zhao Non-Executive Director Yanming Wen Non-Executive Director Xianchang Meng Non-Executive Director Xicheng Zhang Director and General ManagerQichun Lei Executive Director

Financial Adviser

Legal Adviser

Share Registry

Chairman’s Letter 3

1. Why you should accept the Offer for Your RCI Shares 6

2. Frequently asked questions 10

3. Information on Linyi and Shandong Energy 15

4. Information on RCI 19

5. Information on RCI securities 24

6. Funding 27

7. Linyi’s intentions for RCI 28

8. Taxation considerations 31

9. Other material information 33

10. Terms and Conditions of the Offer 42

11. Definitions and interpretation 54

12. Approval of Bidder’s Statement 60

Annexure A. Announcements in relation to the Offer 61

Annexure B. RCI Announcements since 30 June 2011 100

Corporate Directory and Table of Contents

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Chairman’s Letter

7 June 2012

Dear Rocklands Richfield Shareholder

Recommended off-market cash bid for Rocklands Richfield LimitedWe are pleased to present a cash offer from Linyi Mining Group Co., Ltd. (Linyi), a wholly owned subsidiary of Shandong Energy Group Co., Ltd. (Shandong Energy), to acquire all of your ordinary shares in Rocklands Richfield Limited ABN 82 057 121 749 (RCI) for $0.52 per share.

Who are Shandong Energy and Linyi?Shandong Energy is a PRC state-owned holding company which, through its subsidiaries, engages in coal mining. The Shandong Energy group also produces wind, nuclear, solar and biomass energy. Shandong Energy was established in 2011 through the consolidation of six mining companies in the Shandong Province, including Linyi. Shandong Energy is currently the fifth largest producer of coal in China with 62 producing and development coal properties.

Linyi is a PRC state-owned company which operates as a coal mining company, and currently produces approximately 11.5Mtpa of various coal products from nine mines, of which eight are located in the Shandong Province and one is located in Inner Mongolia Province.

For further information on Shandong Energy and Linyi, please refer to Section 3 of this Bidder’s Statement.

About the OfferThe Offer provides you with a compelling opportunity to realise an exceptional cash value for your investment in RCI. There are a number of significant benefits to the Offer, including:

• a highly attractive premium for Your RCI Shares, which represents a:

– 79% premium to the closing price of RCI Shares on 29 March 2012 of $0.29 per RCI Share, the last trading day prior to RCI’s announcement that it had received an indicative, non-binding and conditional proposal from Linyi to acquire all the RCI Shares;

– 83% premium to the one-month volume weighted average price of RCI Shares to 29 March 2012 of $0.28 per RCI Share; and

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– 73% premium to the price of $0.30 per RCI Share offered by Jindal Steel & Power (Australia) Pty Limited under its unsolicited on-market takeover bid for RCI in the first half of 2011, which RCI’s independent directors rejected as not being in the best interests of RCI Shareholders;

• the Offer is not conditional on financing and the consideration under the Offer is all cash, providing RCI Shareholders with certainty of value and liquidity;

• the Offer removes your exposure to the risks associated with your continued shareholding in RCI. These risks include those associated with the development of Key Tenements. In particular, in order to fund such further development, RCI will need to raise substantial capital which may have the effect of diluting the shareholdings of existing RCI Shareholders; and

• RCI’s Share price may fall if the Offer is not successful.

Refer to Section 1 of this Bidder’s Statement for further information about the reasons to accept the Offer for Your RCI Shares.

Major shareholder and director supportRCI’s Executive Chairman and majority shareholder, Mr Wu Pun Yan (Mr Wu), who according to the RCI share register as at 4 June 2012, owns 50.61% of RCI Shares on issue, is supportive of the Offer (in the absence of a superior proposal). Mr Wu has entered into the Pre-Bid Share Agreement with Linyi under which Mr Wu has agreed, subject to the Offer becoming unconditional, to sell to Linyi 19.99% of the RCI Shares. Mr Wu has also entered into the Pre-Bid Option Deed to sell and assign his interests in all of his RCI Options to Linyi (being all the RCI Options on issue), subject to the Offer becoming unconditional. Refer to Sections 9.2 and 9.3 of the Bidder’s Statement for further details on the Pre-Bid Share Agreement and the Pre-Bid Option Deed.

Furthermore, the majority of the RCI Board have carefully considered the Offer and recommend RCI Shareholders accept the Offer, in the absence of a superior proposal. The RCI Directors who own or control RCI Shares (including Mr Wu) intend to accept the Offer for the RCI Shares they own or control, in the absence of a superior proposal.

ConditionsThe Offer is subject to some common defeating Conditions, including:

• Linyi obtaining a Relevant Interest in at least 51.0% of RCI Shares;

• Linyi receiving FIRB and PRC Regulatory Authorities approvals, and no adverse regulatory action;

• no Material Adverse Change or Prescribed Occurrence events occurring;

• RCI operating its business in the ordinary course (including, among other things, not making any material acquisitions or disposals);

• no person terminating or varying any material agreement of RCI as a result of Linyi acquiring or proposing to acquire RCI Shares;

• renewal of EPC930 without material adverse conditions being imposed; and

• no material adverse change in the status or terms of EPC890 and MDL324.

The Conditions are set out in full in Section 10.5 of this Bidder’s Statement.

Chairman’s Letter

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Chairman’s Letter

Linyi’s intentionsLinyi’s extensive experience in infrastructure and large project development, combined with our significant financial capacity and commitment to sustainable development, means that we are well placed to take RCI’s Key Tenements through their next phase of exploration, feasibility and development. Subject to favourable feasibility assessments, we believe Linyi is well positioned to develop RCI’s Key Tenements quickly and to a world-class standard, bringing considerable benefit to the people of Queensland and Australia. For further information on Linyi’s intentions for RCI refer to Section 7 of this Bidder’s Statement.

Acceptance of the OfferThe Offer is scheduled to close at 7:00pm (Sydney time) on 13 August 2012, unless extended or withdrawn. To accept the Offer, please follow the instructions on the enclosed Acceptance Form. If you have any questions about the Offer, please contact the Linyi Offer Information Line on 1300 620 810 (for callers within Australia) or +61 3 9415 4387 (for callers outside Australia).

I strongly encourage you to ACCEPT this compelling Offer for the reasons set out in this Bidder’s Statement, so that you receive a full and fair cash value for your investment in RCI.

Thank you for your consideration of the Offer.

Yours faithfully

Chenglu Liu

Chairman

Linyi Mining Group Co., Ltd.

No.69 Shangye Street

Luozhuang District, Linyi

Shandong 276017 China

+86 (0) 539 7108030

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1. The majority of the RCI Board recommends you accept the Offer, in the absence of a superior proposal.*

2. The Offer represents a very attractive premium to recent trading prices of RCI Shares.

3. You will receive cash which delivers certain value for Your RCI Shares.

4. The Offer has the support of RCI’s majority shareholder, in the absence of a superior proposal.*

5. Avoidance of future funding uncertainties.

6. Avoidance of other risks associated with maintaining your investment in RCI.

7. The Offer is subject only to some common defeating Conditions.

8. The RCI Share price may fall if the Offer does not succeed.

1.1 The majority of the RCI Board recommends you accept the Offer, in the absence of a superior proposal*The majority of the RCI Board has recommended that RCI Shareholders accept the Offer, in the absence of a superior proposal.

All RCI Directors, other than Mr Rajesh Bhatia, who is a member of the RCI Board representing Jindal, intend to accept the Offer for all the RCI Shares that they own or control, in the absence of a superior proposal.

Mr Rajesh Bhatia was not present to vote on the RCI Board resolution to announce and recommend the Offer, in the absence of a superior proposal. As at 4 June 2012, Jindal had a Relevant Interest in 26.69% of the RCI Shares.

RCI’s Target’s Statement is required to include a recommendation from each of the RCI Directors to RCI Shareholders as to whether or not to accept the Offer, and their reasons for their recommendation, or provide reasons why they will not make a recommendation. Linyi is not aware of what Mr Rajesh Bhatia intends to do in this regard.

* Source: Announcement by RCI to ASX on 21 May 2012.

1. Why you should accept the Offer for Your Shares

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(1) Date of announcement of potential offer from Linyi on 29 March 2012.(2) Jindal’s on-market bid during first half of 2011.

1.3 You will receive cash which delivers certain value for Your RCI SharesThe Offer provides certainty of value by providing full cash consideration and at a time when RCI Shareholders face uncertain financial and economic conditions. If you accept the Offer, and the Offer becomes or is declared unconditional, you will:

(1) be paid $0.52 cash for each of Your RCI Shares;

(2) not incur any brokerage fees which you would otherwise likely incur if you sell Your RCI Shares on market; 1 and

(3) be sent payment for Your RCI Shares via a cheque mailed to you by the earlier of one month after the date of your acceptance or 21 days after the Closing Date.

1 If you hold Your RCI Shares through a bank, custodian or other nominee, you should ask your Controlling Participant (usually your broker), or the

bank, custodian or other nominee whether it will charge any transaction fees or services charges in connection with your acceptance of the Offer.

1.2 The Offer represents a very attractive premium to recent trading prices of RCI SharesThe Offer represents a substantial premium to recent trading prices and benchmarks of RCI Shares. In particular, it represents a:

(1) 79% premium to the closing price of RCI Shares on 29 March 2012 of $0.29 per RCI Share, the last trading day prior to RCI’s announcement that it had received an indicative, non-binding and conditional proposal from Linyi to acquire all the RCI Shares;

(2) 83% premium to the one-month VWAP of RCI Shares to 29 March 2012 of $0.28 per RCI Share;

(3) 73% premium to the three-month VWAP of RCI Shares to 29 March 2012 of $0.30 per RCI Share; and

(4) 73% premium to the price of $0.30 per RCI Share offered by Jindal under its unsolicited on-market takeover bid for RCI in the first half of calendar 2011, which independent RCI Directors rejected as not being in the best interests of RCI Shareholders.

The following chart illustrates the premium reflected in the Offer:


73% 73%83%79%

$0.29 $0.30$0.28 $0.30

$0.52

Offer Price Unaffected Close 1-Month VWAP 3-Month VWAP Jindal On-Market Bid(1) (1) (1) (2)

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1.4 The Offer has the support of RCI’s majority shareholder, in the absence of a superior proposal*RCI’s Executive Chairman and majority shareholder, Mr Wu, supports the Offer in the absence of a superior proposal.*

Pursuant to the Pre-Bid Share Agreement between Linyi and Mr Wu, Mr Wu has agreed to sell to Linyi RCI Shares representing 19.99% of RCI Shares, subject to the Offer becoming unconditional. In addition, Mr Wu has announced that he intends to accept the Offer in respect of his remaining RCI Shares, in the absence of a superior proposal.* Mr Wu has also entered into the Pre-Bid Option Deed to sell and assign his interests in all of his RCI Options to Linyi (being 206,933,334 RCI Options, to subscribe for an equivalent number of RCI Shares), subject to the Offer becoming unconditional.

Linyi believes that the Offer Price provides RCI Shareholders with an opportunity to receive premium value for their RCI Shares.

Refer to Sections 9.2 and 9.3 for further details of the Pre-Bid Share Agreement and the Pre-Bid Option Deed.

* Source: Announcement by RCI to ASX on 21 May 2012.

1.5 Avoidance of future funding uncertaintiesSignificant amounts of capital will be required to advance the Key Tenements from their current stages to production of commercial grade coal. For further information on the Key Tenements, refer to Section 4.2 of this Bidder’s Statement.

If RCI Shareholders do not accept the Offer, development of the Key Tenements will give rise to a significant funding requirement for RCI, which would require substantial debt or equity capital raisings. If RCI undertakes a rights issue, this will require extensive additional funding by existing RCI Shareholders or potentially dilutive placements to third parties.

The Offer allows RCI Shareholders to eliminate the risk associated with future funding uncertainties in exchange for a cash payment now.

1.6 Avoidance of other risks associated with maintaining your investment in RCIAside from the funding uncertainties described above, there are a number of other risks associated with maintaining your investment in RCI which will be resolved by the certainty of cash under the Offer. These risks include:

(1) Coal price volatility: In the event that subsequent development of the Key Tenements is undertaken, a significant proportion of RCI’s revenues and cash flows are likely to be derived from the sale of coal. Therefore, the financial performance of RCI will be sensitive to the coal price, which is dependent on numerous factors such as general economic activity, world demand, costs of production by other coal producers, costs of alternative energy sources and other matters such as inflationary expectations, interest rates, currency exchange rates (particularly the strength of the US dollar) as well as general global economic conditions and political trends.

(2) Mining, exploration and operational risks: The business of coal exploration, project development and production (subject to completion of the necessary resource definition, feasibility studies and development) involves risks by its very nature. To prosper, it depends on the successful exploration, appraisal and development of coal reserves and management of the operations. In particular, exploration is a speculative endeavour whilst production operations can be hampered by force majeure circumstances, engineering difficulties, cost overruns, inconsistent recovery rates and other unforeseen events.

(3) Future performance risks: The outcome of exploration and feasibility programs in respect of the Key Tenements will affect the future performance of RCI and there can be no assurance that RCI’s attempts to develop and exploit its Key Tenements will be successful.


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(4) Development and infrastructure risks: If RCI is to move from exploration into the production phase, it will need to have access to the infrastructure necessary to transport coal from the mine sites of the Key Tenements to end users. RCI is progressing access to rail and port facilities for this purpose, but there can be no guarantee that these discussions will result in rail and port access on favourable terms or otherwise.

(5) Regulatory risks: The successful exploration and ultimately exploitation of the Key Tenements is subject to RCI receiving and maintaining its required exploration permits and mining licenses. There is the ongoing risk that RCI, like any resource company, may not receive or renew licenses to carry on its activities.

Further discussion of the risks associated with continuing to hold your investment in RCI is expected to be provided by RCI in its Target’s Statement.

1.7 The Offer is subject only to some common defeating Conditions

The Offer is subject only to some common defeating Conditions, including:

(1) Linyi obtaining a Relevant Interest in at least 51.0% of RCI Shares;

(2) Linyi receiving FIRB and PRC Regulatory Authorities approvals and no adverse regulatory action;

(3) no Material Adverse Change or Prescribed Occurrence events occurring;

(4) RCI operating its business in the ordinary course (including, among other things, not making any material acquisitions or disposals);

(5) no person terminating or varying any material agreement of RCI as a result of Linyi acquiring or proposing to acquire RCI Shares;

(6) renewal of EPC930 without material adverse conditions being imposed; and

(7) no material adverse change in the status or terms of EPC890 and MDL324.


1.8 The RCI Share price may fall if the Offer does not succeed

If the Offer does not proceed and no other offer is made for RCI Shares, it is likely that the price of RCI Shares will fall below the RCI Share trading price following the announcement of the Offer on 21 May 2012.

In addition, if the Offer becomes unconditional but Linyi does not acquire 100% of RCI Shares, then depending on the level of acceptances under the Offer, the liquidity of RCI Shares may be substantially reduced, which may impact your ability to readily dispose of Your RCI Shares in the future.


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10

This Section provides an overview of the Offer. Section 10 contains the full terms and conditions of the Offer.

What is the Offer? Linyi offers to acquire all of Your RCI Shares for $0.52 cash per RCI Share on the terms and conditions set out in Section 10 of this Bidder’s Statement.

You can only accept the Offer in respect of all of Your RCI Shares.

When does the Offer open? The Offer opens on 12 June 2012.

When does the Offer close? Unless the Offer is extended or withdrawn, acceptances for the Offer close at 7.00pm (Sydney time) on 13 August 2012.

Is there any possibility that the Offer Period will be extended?

The Offer Period can be extended at Linyi’s election, subject to the Corporations Act. Any extension will be announced to ASX and if the Offer is still subject to Conditions or if you have not accepted, you will be sent written notice of the extension.

Which securities does the Offer relate to?

The Offer is made in respect of RCI Shares that exist or will exist as at 5.00am on 7 June 2012 (Register Date), and also relates to RCI Shares that are issued during the period from the Register Date to the end of the Offer Period, due to the conversion of RCI Convertible Notes and the exercise of RCI Options (if permitted under the Pre-Bid Option Deed).

Can I accept the Offer in respect of some, but not all, of my RCI Shares?

No. You can only accept the Offer in respect of all of Your RCI Shares. If you accept the Offer, you will be deemed to have accepted the Offer in respect of all of Your RCI Shares.

What is the expected date of payment to Shareholders who accept the Offer?

If the Offer becomes unconditional and you validly accept the Offer, you will receive payment for Your RCI Shares by the earlier of one month after the date you validly accept or 21 days after the Closing Date.

What is the Bidder’s Statement?

This document is the Bidder’s Statement and describes the terms and conditions of the Offer for Your RCI Shares and sets out information relevant to your decision as to whether to accept the Offer for all of Your RCI Shares.

This Bidder’s Statement is an important document and should be read in its entirety. If you are in any doubt as to how to deal with this document, please consult your legal, financial or other professional adviser as soon as possible.

Is Linyi offering to acquire RCI Options and RCI Convertible Notes?

No. However, Linyi has entered into a Pre-Bid Option Deed with respect to all outstanding RCI Options to subscribe for RCI Shares (refer to Section 9.3 for information about this deed) and reserves its right to acquire or otherwise deal with the RCI Convertible Notes.

Linyi will acquire all Shares that are issued during the period from the Register Date to the end of the Offer Period due to the conversion of RCI Convertible Notes and exercise of the RCI Options (if permitted under the Pre-Bid Option Deed).

2. Frequently asked questions

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Are there conditions to the Offer?

The Offer is subject to some common defeating Conditions, including:

• Linyi obtaining a Relevant Interest in at least 51.0% of RCI Shares;

• Linyi receiving FIRB and PRC Regulatory Authorities approvals, and no adverse regulatory action;

• no Material Adverse Change or Prescribed Occurrence events occurring;

• RCI operating its business in the ordinary course (including, among other things, not making any material acquisitions or disposals);

• no person terminating or varying any material agreement of RCI as a result of Linyi acquiring or proposing to acquire RCI Shares;

• renewal of EPC930 without material adverse conditions being imposed; and

• no material adverse change in the status or terms of EPC890 and MDL324.


Linyi may choose to waive all or some of these Conditions. If the Conditions are not satisfied or waived by the end of the Offer Period (or shortly afterwards in the case of the Prescribed Occurrences condition in Section 10.5(6)), the Offer will lapse.

Who is Linyi and Shandong Energy?

Linyi is a PRC state-owned company which operates as a coal mining company and currently produced approximately 11.5Mtpa of various coal products from nine mines, of which eight are located in the Shandong Province and one is located in the Inner Mongolia Province.

Shandong Energy is a PRC state-owned holding company which, through its Subsidiaries, engages in coal mining. The Shandong Energy group also produces wind, nuclear, solar and biomass energy. Shandong Energy was established in 2011 through the consolidation of six mining companies in the Shandong Province, including Linyi. Shandong Energy currently ranks fifth in China in coal production. Currently Shandong Energy has 62 producing and development coal properties.

Please refer to Section 3 for further information about Linyi and Shandong Energy.

Does Linyi currently have a Relevant Interest in RCI Shares?

.

Linyi currently has a Relevant Interest in 73,640,783 RCI Shares (i.e. 19.99% of all RCI Shares on issue), arising under the Pre-Bid Share Agreement which it has entered into with Mr Wu (the Executive Chairman and majority shareholder of RCI).

Linyi has also entered into the Pre-Bid Option Deed with Mr Wu, to acquire all of his RCI Options, being all of the RCI Options on issue.

For further information on the Pre-Bid Share Agreement and Pre-Bid Option Deed, refer to Sections 9.2 and 9.3 of this Bidder’s Statement.

How is Linyi funding the Offer?

Linyi will fund the payment of consideration under the Offer from existing cash reserves. As at 30 April 2012, Linyi had RMB2.6 billion (A$0.4 billion)* of unallocated cash reserves.

Refer to Section 6 for further information on funding.*Based on an exchange rate of RMB:AUD of 6.1785.


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What will happen if I accept the Offer?

If you accept the Offer and the Offer becomes unconditional (i.e. all of the Conditions are either satisfied or waived), you will be paid $0.52 cash for each of Your RCI Shares.

By accepting the Offer, you will appoint Linyi as your proxy in respect of Your RCI Shares before the Offer becomes unconditional.

Can I sell my RCI Shares on ASX?

Yes. However, once you accept the Offer (even while it remains subject to any Conditions), you will not be permitted to sell any of Your RCI Shares on ASX, accept any other offer or otherwise deal with Your RCI Shares, subject to you exercising any withdrawal rights which might arise.

When will I receive RCI’s Target’s Statement?

RCI will be required to send you its Target’s Statement in late June 2012.

Will I incur a brokerage if I accept the Offer?

If you accept the Offer, you will not be required to pay brokerage costs if Your RCI Shares are registered in your name and you deliver them directly to Linyi. However, if Your RCI Shares are registered in a CHESS Holding, or Your RCI Shares are held through a bank, custodian or other nominee, you should ask your Controlling Participant (usually your broker), or the bank, custodian or other nominee whether it will charge any transaction fees or service charges in connection with your acceptance of the Offer.

Do I have to pay stamp duty if I accept the Offer?

No, you will not have to pay stamp duty if you accept the Offer.

What if I accept the Offer and Linyi increases the Offer Price?

In accordance with the Corporations Act, if Linyi increases the Offer Price, you will be paid the higher price irrespective of when you accepted the Offer. If you have already received payment in respect of the Offer, you will be paid the difference between the amount you have already received for Your RCI Shares and the higher price.

What will happen if I do not accept the Offer?

If you do not accept the Offer, you will remain an RCI Shareholder and will not receive the consideration offered by Linyi. If Linyi becomes entitled to compulsorily acquire Your RCI Shares and the defeating Conditions are all satisfied or waived, then Linyi may (but has not determined it will) compulsorily acquire Your RCI Shares. If this occurs and Linyi compulsorily acquires Your RCI Shares, you will be paid the Offer Price for Your RCI Shares. However, you will receive the Offer Price for Your RCI Shares earlier if you accept the Offer during the Offer Period. If Linyi does not acquire Your RCI Shares through compulsory acquisition, you will remain an RCI Shareholder. Refer to Section 7 for further information on Linyi’s intentions for RCI.

What are the tax implications if I accept the Offer?

Tax implications for accepting the Offer for Your RCI Shares will vary for each individual and you are advised to consult your financial, tax, or other professional adviser on the tax implications of acceptance. A general summary of the likely Australian taxation implications of accepting the Offer is provided in Section 8 of this Bidder’s Statement.


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What if I am a foreign RCI Shareholder?

Foreign RCI Shareholders who accept the Offer will be paid the same cash consideration under the Offer as an Australian resident RCI Shareholder. However, the tax implications under the Offer for foreign shareholders may be different to those relating to Australian resident shareholders, and you should seek your own professional advice in these circumstances.

How do I accept the Offer? If Your RCI Shares are in an Issuer Sponsored Holding (your SRN starts with an “I”):

Return a completed and signed Acceptance Form to the address indicated in the form so that it is received before the end of the Offer Period.

If Your RCI Shares are in a CHESS Holding (your HIN starts with an “X”):

Either:

• return a completed and signed Acceptance Form to the address indicated on the form so that it is received in sufficient time to be processed before the end of the Offer Period; or

• instruct your Controlling Participant (usually your broker) to accept the Offer on your behalf before the end of the Offer Period.

If you are a Participant:

Acceptance of this Offer must be initiated in accordance with the requirements of rule 14.14 of the ASX Settlement Operating Rules before the end of the Offer Period.

Further details on how to accept the Offer are set out in Section 10.3 of this Bidder’s Statement.

Can I withdraw my acceptance?

Once you accept the Offer, you cannot withdraw your acceptance unless a withdrawal right arises under the Corporations Act. Such a right will arise if, after you have accepted the Offer and the Offer remains conditional, Linyi varies the Offer in a way that postpones, for more than one month, the time by which Linyi has to meet its obligations under the Offer. If this occurs, a notice will be sent to you at the relevant time that explains your rights to withdraw your acceptance of the Offer.

Where do I go for further information about the Offer?

If you have further enquiries in relation to the Offer, please call the Linyi Offer Information Line on 1300 620 810 (for callers within Australia) or +61 3 9415 4387 (for callers outside of Australia), Monday to Friday between 9.00am and 5.00pm (Sydney time). Calls to these numbers may be recorded. Alternatively, you may contact your legal, financial or other professional adviser.

Any further material information relating to the Offer from Linyi will be lodged with ASX. Further material information may also be the subject of a supplementary bidder’s statement from Linyi.

RCI will also issue a Target’s Statement which will include the recommendation from the RCI Directors in relation to the Offer.


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Following the Offer, will RCI remain a company listed on ASX?

This depends on the number of RCI Shares acquired by Linyi pursuant to the Offer.

If RCI acquires a Relevant Interest in 90% or more of RCI Shares, Linyi may (but has not determined that it will) seek to delist RCI from ASX.

If RCI acquires control of RCI but achieves a Relevant Interest in less than 90% of RCI Shares, Linyi intends to ask the RCI Directors to review whether RCI should remain listed on ASX, or be removed, if the number of RCI Shareholders no longer justifies listing on ASX or the benefits of continuing to remain listed on ASX cease to outweigh the cost of listing on ASX.

In addition, the ability of RCI to retain its listing on ASX, will be subject to the ongoing requirements under the Listing Rules (including there being a sufficient number and spread of RCI Shareholders) and the costs and other requirements of being listed not being disproportionately onerous. If RCI is not able to satisfy these requirements, ASX may require RCI to be delisted, regardless of the result of the review of RCI Directors.

Refer to Sections 7.3 and 7.4 for further information on Linyi’s intentions for RCI.

The information in this Section is a summary of the Offer only. You should read it in conjunction with the remainder of this Bidder’s Statement.


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This Section provides information on the profile and activities of both the bidding entity, Linyi, and its parent entity, Shandong Energy. Linyi is a wholly owned subsidiary of Shandong Energy.

3.1 Linyi(1) Overview

Linyi is a state-owned company incorporated in PRC with registration number 370000018076748 and is principally engaged in domestic coal mining. Linyi is headquartered in Linyi, Shandong Province, China. Linyi’s core business activities include:

(a) coal exploration, development and mining;

(b) manufacture and sale of mining machinery and construction materials; and

(c) real estate.

Linyi is one of the most prominent companies in the Shandong Province, and is one of China’s 100 largest coal companies with its 2011 revenue surpassing RMB14 billion (A$2.1 billion)1. It currently has over 21,000 employees. Linyi produces approximately 11.5Mtpa of various coal products from nine mines, of which eight are located in the Shandong Province of the PRC and one is located in Inner Mongolia Province.

As at 30 April 2012, Linyi had total assets of RMB16.6 billion (A$2.7 billion)2 and current assets of RMB6.3 billion (A$1.0 billion)2. Operating revenue for the year to date April 2012 is RMB4.9 billion (A$0.7 billion)3. Cash and cash equivalents (cash reserves) as at 30 April 2012 was RMB2.6 billion (A$0.4 billion)2.

3. Information on Linyi and Shandong Energy

Linyi has over 40 years experience in coal exploration and development. Linyi currently owns nine producing coal mines (eight in Shandong Province, one in Inner Mongolia Province), one coal mine under construction and is also currently undertaking technical upgrades in two of its mines. Of Linyi’s employee base, approximately 20% are professional engineering / technical personnel.

(2) History and Corporate StructureLinyi was established in 1960. Control of Linyi was transferred to the Chinese Ministry of Coal in 1986, and then to the Shandong Provincial Government in 1998. In 2004, SASAC recapitalised Linyi, and in 2010 Linyi was consolidated under the management and ownership of Shandong Energy. Please refer to Section 3.3 for the corporate structure of Linyi and its Subsidiaries.

1 Assumes the AUD:RMB annual exchange rate of 6.6760 for the 2011 calendar year.2 Assumes the AUD:RMB exchange rate of 6.1785.3 Assumes the AUD:RMB annual exchange rate of 6.6268 for the year to date period until 30 April 2012.

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3.2 Shandong EnergyShandong Energy is a state-owned company incorporated in PRC with registration number 370000000002471, and is the parent company of Linyi. Shandong Energy is wholly owned by SASAC, and is headquartered in Jinan, Shandong Province, China. Shandong Energy is a coal mining group which also produces wind, nuclear, solar and biomass energy.

Shandong Energy was established in March 2011 following the restructuring and consolidation of six state-owned mining companies:

(1) Feicheng Mining Group Co., Ltd.;

(2) Linyi Mining Group Co., Ltd.;

(3) Longkou Mining Group Co., Ltd.;

(4) Xinwen Mining Group Co., Ltd.;

(5) Zaozhuang Mining Group Co., Ltd.; and

(6) Zibo Mining Group Co., Ltd.

The combined group became Shandong Province’s largest energy company, with registered capital of RMB10 billion (A$1.6 billion)1, 2011 revenue of RMB156 billion (A$23.4 billion)2 and over 230,000 employees. In 2011, Shandong Energy produced 108Mtpa of coal, making it the 5th largest coal producer in China. Shandong Energy has 62 producing and development coal properties throughout China.

Shandong Energy’s subsidiaries have extensive experience in coal exploration and development, among which Zaozhuang Mining Group Co., Ltd. has a history dating back to 1878, through the operation of one of China’s earliest modern coal mines. Of Shandong Energy’s employee base, approximately 30% are engineering / technical personnel.

1 Assumes the AUD:RMB annual exchange rate of 6.1785.2 Assumes the AUD:RMB annual exchange rate of 6.6760 for the 2011 calendar year.

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3.3 Corporate StructureThe following chart sets out Linyi and its Subsidiaries:

Shandong Qiu Ji Coal Mine

96.3%

50%

20%

20%

10%90%

Shandong Energy Group

Linyi Mining Group Co., Ltd.

Partly owned subsidiariesWholly owned subsidiaries

Shandong Tian Village Coal Mine

Linyi Huibaoling Iron Ore Co., Ltd.

Jinan Machinery Factory of Shandong Coal Mine

Luozhaung Technology Middle School

Inner Mongolia Shanghai Temple Mining Co., Ltd.Ma Fang CoalMine

Co., Ltd.

Coal transportation & distr’n. Co. of Linyi Mining Group Shandong Lubei

Distribution Co., Ltd.

Shandong Dongshan Mining Co., Ltd.

Inner Mongolia Lumeng Energy Dev. Co., Ltd.

Shandong Linkuang Real Estate Co., Ltd.

Yanzhou Dongshan Real Estate Development Co.

Etuokegian Real Estate Ltd.

Linyi Yijin Materials Co., Ltd.

Linyi Xingyu Engineering Design Co., Ltd.

Shandong Fibreglass Composite Co., Ltd.

Shandong Coal Industry Development Company

Shandong Coal EquipmentGroup Co., Ltd.

Shandong Laiwu Coal Mine Machinery Co., Ltd.

Shandong Tai’an Mine Machinery Co., Ltd.

Shandong Yanzhou Coal Mine Machinery Co., Ltd.

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3.4 DirectorsAs at the date of this Bidder’s Statement, the Linyi directors are:

(1) Chenglu Liu, Chairman (Appointed: 26 May 2011)Mr Liu has 28 years of experience in management of coal businesses and has served as the head of the Caobu, Zhubai and Gucheng coal mines. Mr Liu was also previously general manager of Linyi. Mr Liu is a senior engineer and graduated from Shandong Coal School in July 1982.

(2) Zhengmin Zhao, Non-Executive Director (Appointed: 20 November 2006)Mr Zhao has a graduate degree and MBA from universities in China. Mr Zhao has been or is part of a variety of other committees in China, some of which include chairman/secretary of Shenzhen Donghua Industrial Group and member of the Zaozhuang City Yicheng District Standing Committee.


(3) Yanming Wen, Non-Executive Director (Appointed: 20 November 2006)Mr Wen is both a senior economist and engineer. Mr Wen was awarded State Council Special Skills Senior Personnel Designation. Mr Wen has previously served as the deputy president of Jinan and Steel Main Plant and deputy general manager of Jinan Iron and Steel Group.

(4) Xianchang Meng, Non-Executive Director (Appointed: 16 December 2008)Mr Meng is a senior political engineer and graduated from the Shandong Mining Institute in 1981. Mr Meng was previously deputy secretary of Yanzhou Mining Group and is currently chairman of the Supervisory Board of Yanzhou Coal Mining Group.

(5) Xicheng Zhang, Director and General Manager (Appointed: 26 May 2011)Mr Zhang is an applied researcher in engineering technology. Mr Zhang has previously served as the director of the Feicheng Bureau of Mines Design Institute, head of Caozhuang Mine and director and general manager of Jiaokou Corporation.

(6) Qichun Lei, Executive Director (Appointed: 15 May 2006) Mr Lei is a senior engineer and has worked in the coal industry for 36 years. Mr Lei is the employee representative on the board of Linyi. Previously, Mr Lei served as head of the Shandong Zaozhuang Mining Group Zhuzi Port and Tian Chen coal mines. Mr Lei was also previously a Vice President of Zaozhuang Mining Group and a group director of Longkou Mining Group.

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4. Information on RCI

4.1 DisclaimerThe information set out in this Bidder’s Statement in relation to RCI has been prepared by Linyi from a review of publicly available information, and has not been independently verified. Accordingly, Linyi does not, subject to the Corporations Act, make any representation or warranty, express or implied, as to the accuracy or completeness of such information. The information on RCI in this Bidder’s Statement should not be considered comprehensive.

Further information relating to RCI’s business may be included in the Target’s Statement in relation to the Offer, which will be sent to you directly by RCI.

4.2 RCI(1) Overview

RCI is a coal exploration company listed on ASX under ASX code RCI, with its registered office in South Perth, Western Australia. RCI’s coal assets are located in Queensland’s Bowen Basin, Australia. The Bowen Basin is one of the world’s largest coal producing areas and is the source of the majority of Australia’s exported coking and metallurgical coals. The Bowen Basin is well serviced with the necessary infrastructure to support coal mining through road and rail networks and port facilities.

The RCI Group holds the Key Tenements which are located over three prospective coalfields in the Bowen Basin region of Queensland, Australia. The Key Tenements, and RCI’s respective ownership in each, are set out below:

(a) Hillalong Project: MDL324 The Hillalong Project is conducted on mineral development licence 324 (MDL324) in the Bowen Basin and is 100% owned by Queensland Coal Exploration Ltd ACN 069 142 927, a wholly-owned subsidiary of RCI.

An application to extend the current licence for MDL324 for another five years was lodged in December 2010 and was granted on 14 February 2012. The current five year term will expire on 30 June 2016.

(b) Rocklands Project: EPC890The Rocklands Project is located in the Bowen Basin and is held by HLM Coal Australia Pty Ltd ACN 109 020 126 (HLM), in which RCI holds 60% of the issued shares, and Frank Farrell and Alan Prowse each hold 20% of the issued shares.

HLM currently has in place with the Queensland Department of Mines and Energy an application to convert the entire area of EPC890 to a Mineral Development Licence. The exploration planned for the Rocklands Project is designed to investigate the potential inferred resources in the south-western portion of EPC890 by completing 6-10 cored holes in the tenement area.

Ongoing landholder access and rehabilitation issues continue to delay the commencement of the exploration drilling progress.

RCI is currently engaged in litigation with the two minority shareholders of HLM (each of which hold 20% of the shares in HLM). The minority shareholders commenced proceedings in December 2010 alleging RCI breached its obligations under a shareholders agreement relating to HLM between RCI, the minority shareholders and HLM and seeking damages from RCI and three RCI directors who are nominees on HLM’s board. The minority shareholders have also sought orders, including winding up orders under the Corporations Act, on the basis that the conduct of HLM’s affairs has been oppressive to the minority shareholders. RCI and the three RCI directors deny the claims and are vigorously defending them. RCI has filed a cross claim seeking damages against the minority shareholders alleging they have breached the HLM shareholders agreement and also a loan agreement. The matter is listed for a final hearing at the Supreme Court in Sydney, NSW commencing on 17 September 2012.

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(c) Richfield Project: EPC930The Richfield Project in the Bowen Basin, conducted on coal exploration permit 930 (EPC930), which is held in a joint venture with Bowen Coal Pty Ltd ACN 116 482 154 (40%) and RCI (60%).

EPC930 has a total area of 768 km2. An application to extend the current permit for another 3 years was lodged in January 2011 and the existing permit remains current, pending the renewal. Additional work is required to complete the re-evaluation of historical water bore data in light of the results of RI028 and to integrate the data with a review of recent exploration results nearby.

RCI’s projects are in the vicinity of many other large producing mines including Newlands (operated by Xstrata), Hail Creek (operated by Rio Tinto) and Blackwater (operated by BHP Billiton Mitsubishi Alliance). RCI is focused on the Key Tenements following the sale of its China Coke and Chemicals business on 7 November 2011, for a cash consideration of HKD12 million (A$1.5 million)1.

We expect that further information on RCI, its business and assets will be made available in the Target’s Statement.

(2) Corporate structureThe following diagram sets out the structure of the RCI Group.


1 Assumes the AUD:HKD exchange rate of 8.0615 as of 7 November 2011.

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(3) Summary of ResourcesThe Key Tenements hold predominantly metallurgical coal for coke production. Of the Key Tenements, RCI has reported that EPC890 has the largest resource base, with a JORC compliant inferred resource of 700 Mt. MDL324 is RCI’s most advanced tenement holding from an exploration perspective, with RCI reporting JORC compliant measured, indicated and inferred resources totalling 61.5 Mt. The table below set out RCI’s JORC compliant resources.

Ownership Measured Indicated Inferred Total Attributable

Hillalong Project MDL324

100% 5.7 34.7 21.1 61.5 61.5

Rocklands Project EPC890

60% - - 700.0 700.0 420.0

Richfield Project EPC930

60% - - - - -

TOTAL 5.7 34.7 721.1 761.5 481.5

Source: RCI annual report 2011 lodged with ASX on 30 September 2011.

Further information concerning RCI’s Key Tenements and other assets can be found in the publicly available information referred to in Section 4.5 below.


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4.3 RCI DirectorsAs at the date of this Bidder’s Statement, the RCI Directors are:

(1) Wu Pun Yan (Mr Wu), Executive Chairman (Appointed: 1 October 2007)Mr Wu has over 35 years experience in the steel industry and owns various investment and trading companies located in China, Hong Kong and Australia. Mr Wu is an engineering graduate majored in metallurgy machinery from Jiangxi Province Xin Yu University and studied Physics and Advanced Mathematics at Jiangxi University of Science and Technology. He has been honoured with a Doctor of Engineering from Lincoln University.

(2) Kit Foo Chye, Non-Executive Director (Appointed: 13 September 2004)Mr Chye is an accountant by profession with more than 23 years experience in the management and administration of publicly listed companies in Malaysia and Australia. Mr Chye is a director of the following ASX listed companies: Voltage IP Limited, Allmine Group Limited and Hudson Resources Limited.

(3) Li Nai San, Non-Executive Director (Appointed: 1 October 2008)Mr Li began his career as a mechanical engineer and has over 40 years experience in the iron and steel industry. Mr Li held senior management responsibilities with the Anshan Iron and Steel Group Corporation, known as the Ansteel Group, in China for many years.

(4) Li Nai Ming, Non-Executive Director (Appointed: 20 October 2009)Mr Li graduated as a Bachelor of Science from Fudan University, Shanghai, China. He gained his post-graduate Diploma in Industrial Chemistry in Melbourne, Australia. Mr Li has worked in the Australian Stockbroking industry for more than 15 years. He is an investment advisor in a leading full service stockbroking and financial services firm in Australia.

(5) Liu Ta Pei, Non-Executive Director (Appointed: 1 February 2010)For many years Dr Liu has been a director of a number of companies, including Global Securities Finance Corporation, Chung Hsing Bills Finance Company, Central Investment Holding Corporation and Jen Hwa Investment Holding Company. In November 2004, Dr Liu joined Core Pacific – Yamaichi in Hong Kong and led the company to important new milestones. Dr Liu graduated from National Chung-Hising University in Taiwan. After graduation, he furthered his studies at National Cheng-Chi University where he received a Master of Science degree. Later, at the University of Southern California, USA, he received his MBA degree. He completed his PhD at the University of La Verne, USA.

(6) Rajesh Bhatia, Non-Executive Director (Appointed: 31 May 2010)Mr Bhatia is a qualified chartered accountant from the Institute of Chartered Accountants of India. He is a director on the board of Jindal Steel & Power (Mauritius) Ltd and is also the Executive Vice President (Finance) of Jindal Steel & Power Ltd. He had extensive experience working with eminent Indian industrial houses before joining the Jindal group of companies in April 2008.

4.4 OwnershipAs at 4 June 2012, based on a share registry analysis, the following entities or persons were substantial holders of RCI Shares:

Wu Pun Yan (Mr Wu) and his Associates 186,360,626 50.61%

Jindal Steel & Power (Australia) Pty Ltd and its Associates 98,289,944 26.69%


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As at 4 June 2012, the implied ownership of the substantial shareholders of a diluted basis* is set out below:

Wu Pun Yan (Mr Wu) and his Associates 393,293,960 66.08%

Jindal Steel & Power (Australia) Pty Ltd and its Associates 98,289,944 16.52%

* This is, if all RCI Options are exercised and RCI Convertible Notes are converted to RCI Shares.

4.5 Publicly Available InformationRCI Shares are listed on ASX and RCI is obliged to comply with its continuous disclosure requirements under the Listing Rules which require the immediate announcement of any information RCI has concerning it that a reasonable person would expect to have a material effect on the price or value of its securities (subject to certain exceptions). RCI’s annual report for the year ended 30 June 2011 was lodged with ASIC and given to ASX on 30 September 2011. A list of all announcements made by RCI since 30 June 2011 is set out in Annexure B.

Announcements issued by RCI are included on the ASX website (www.asx.com.au) and RCI’s website (www.rocklandsrichfield.com.au).


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5.1 RCI Securities on IssueAccording to documents provided by RCI to ASX, as at the date of this Bidder’s Statement, RCI has the following securities on issue:

(1) 368,203,917 RCI Shares. The RCI Shares are quoted on ASX and are freely transferable;

(2) 206,933,334 RCI Options; and

(3) 5 RCI Convertible Notes.

5.2 Interest in RCI SharesAs at the date of this Bidder’s Statement and the date of the Offer:

(1) Linyi has voting power of 19.99% in RCI; and

(2) Linyi has a Relevant Interest in 73,640,783 RCI Shares,

as announced to ASX by lodgement of a notice of initial substantial holder on 22 May 2012. Refer to Annexure A for a copy of the announcement.

Linyi acquired its voting power and Relevant Interest in RCI Shares through the Pre-Bid Share Agreement. For more information on the terms of the Pre-Bid Share Agreement, please refer to Section 9.2 of this Bidder’s Statement.

5.3 Dealings in RCI SharesNeither Linyi nor any Associate of Linyi has provided, or agreed to provide, consideration for RCI Shares under any purchase or agreement during the four months before the date of this Bidder’s Statement, except under the Pre-Bid Share Agreement with the Chairman and majority shareholder of RCI (described in Section 9.2 of this Bidder’s Statement), under which Linyi agreed to purchase 73,640,783 RCI Shares (representing approximately 19.99% of RCI Shares) at the Offer Price of $0.52 per RCI Share, subject to certain conditions. Refer to Section 9.2 for a summary of the Pre-Bid Share Agreement.

5.4 RCI OptionsEach RCI Option has an exercise price of $0.50 per RCI Share and an expiry date of 18 September 2012, and entitles the holder to be issued one RCI Share (subject to adjustments). The RCI Options are not quoted on ASX.

On 19 May 2012, Linyi entered into the Pre-Bid Option Deed with the chairman and majority shareholder of RCI, Mr Wu. Under the Pre-Bid Option Deed, Mr Wu agreed to sell and assign all of the RCI Options (that is 206,933,334 RCI Options) to Linyi at a purchase price of $0.02 per RCI Option (being the difference between the exercise price of the RCI Options and the Offer Price), and RCI consented to the sale and assignment of these RCI Options, subject to certain conditions. For a summary of the Pre-Bid Option Deed, please refer to Section 9.3 of this Bidder’s Statement.

5.5 RCI Convertible NotesLinyi does not have any interest in any of the RCI Convertible Notes on issue.

5. Information on RCI securities

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5.6 Recent Share price performance of RCI SharesThe following chart sets out the closing price of RCI Shares and volume of RCI Shares traded on ASX over the 12 month period from 1 June 2011 to 31 May 2012.

5.7 Highest price paid for RCI Shares by Linyi or its AssociatesThe highest price agreed to be paid for an RCI Share or an interest in an RCI Share in the last four months before the date of the Offer, by Linyi or its Associates, was $0.52 (being the price agreed to be paid for each RCI Share under the Pre-Bid Share Agreement under which Linyi agreed to purchase 19.99% of the RCI Shares on issue, described in Section 9.2 of this Bidder’s Statement).

5.8 No pre-Offer benefitsDuring the period of four months before the date of this Bidder’s Statement, neither Linyi nor any associate of Linyi gave, or offered to give, or agreed to give a benefit to another person which was likely to induce the other person, or an associate of the other person, to:

(1) accept the Offer; or

(2) dispose of RCI Shares,

which is not offered respectively to all RCI Shareholders under the Offer.

5.9 No escalation agreementsNeither Linyi nor any associate of Linyi has entered into any escalation agreement that is prohibited by section 622 of the Corporations Act.


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5.10 Compulsory AcquisitionIf Linyi and its associates have a Relevant Interest in at least 90% of the RCI Shares at the end of the Offer Period and Linyi decides to exercise its right to compulsorily acquire the remaining RCI Shares, it will give a notice of compulsory acquisition to the holders of all outstanding RCI Shares, even if the RCI Shares to which those notices relate are issued:

(1) after the Offer closes but before the notices are given (pursuant to section 661A(4)(b) of the Corporations Act); or

(2) on exercise of RCI Options or conversion of the RCI Convertible Notes, up to six weeks after the notices under section 661B of the Corporations Act are given (pursuant to section 661A(4)(c) of the Corporations Act).

Please refer to Section 7 for further details as to Linyi’s intentions in relation to RCI.


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6. Funding

6.1 Cash ConsiderationThe consideration for the acquisition of the RCI Shares by Linyi will be satisfied by the payment of $0.52 cash for each RCI Share.

(1) Maximum amount under the OfferAt the Offer Price, the maximum amount of cash consideration which would be payable by Linyi under the Offer if acceptances for all the RCI Shares existing at the date of this Bidder’s Statement are received is $191,466,037. This amount is inclusive of the consideration payable to Mr Wu under the Pre-Bid Share Agreement of $38,293,207. Refer to Section 9.2 of this Bidder’s Statement for further information about the Pre-Bid Share Agreement.

(2) Maximum aggregate amount If, during the Offer Period, all of the RCI Options are exercised and the Offer in respect of the RCI Shares issued on exercise of the RCI Options is accepted, additional consideration of $107,605,334 will be payable by Linyi. If during the Offer Period all of the RCI Convertible Notes are exercised and the Offer in respect of the RCI Shares issued on conversion is accepted, additional consideration of $10,400,000 will be payable by Linyi. If both RCI Options and RCI Convertible Notes are exercised and all the resulting RCI Shares accepted into the Offer, this would increase the total cash amount payable under the Offer to $309,471,371. However, this increase would be offset by the $103,466,667 paid to RCI upon the exercise of the RCI Options. In any event, the holder of the RCI Options has agreed in the Pre-Bid Option Deed not to exercise the RCI Options and so Linyi does not anticipate that it will need to pay any consideration under the Offer for RCI Shares issued on exercise of the RCI Options. Refer to Section 9.3 of this Bidder’s Statement for further information about the Pre-Bid Option Deed.

6.2 Linyi’s source of fundsLinyi will fund the cash consideration payable under the Offer using existing cash reserves of Linyi. On 30 April 2012, Linyi held unallocated cash reserves of in excess of RMB2.6 billion (A$0.4 billion)1 with well established banking and finance institutions in PRC including Bank of Construction of China, Bank of China and Bank of Agriculture of China. As at the date of this Bidder’s Statement, none of these cash reserves have been allocated solely towards satisfying the obligations of Linyi under the Offer, however they are available for use for this purpose.

The funds available for the Offer from Linyi’s existing cash reserves exceed the maximum amount payable pursuant to the Offer, including on the basis that all of the RCI Options and RCI Convertible Notes are exercised.

Linyi is in the process of seeking approvals from the State Administration of Foreign Exchange Shandong Branch which it must obtain to be permitted to transfer funds from PRC to Australia to satisfy the payment of acceptances under the Offer. Linyi is confident of obtaining the approval as the Offer is consistent with all applicable PRC laws and policies. Please refer to Section 9.8(4) for further details.

1 Assumes the AUD:RMB exchange rate of 6.1785.

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7. Linyi’s intentions for RCI

7.1 IntroductionThis Section sets out Linyi’s intentions for RCI, which are based on information concerning RCI and its business known to Linyi at the time of preparation of this Bidder’s Statement, in relation to:

(1) the continuation of the business of RCI;

(2) any major changes to be made to the business of RCI, including any redeployment of the fixed assets of RCI; and

(3) the future employment of the present employees of RCI.

The statements in this Section are statements of current intention only and may change as new information becomes available or circumstances change. Linyi will only make final decisions on the courses of action and intentions set out in this Section after undertaking a review of RCI and following receipt of appropriate legal, taxation and financial advice, and in light of the material circumstances at the relevant time, including each RCI Director’s obligations to act in the best interests of RCI and RCI Shareholders. In addition, Linyi’s intentions must be read subject to the requirements of the Corporations Act and Listing Rules (if RCI remains listed) in relation to related party transactions.

Linyi has reviewed information that has been made publicly available about RCI and its assets, operations and projects and also conducted due diligence in relation to RCI in connection with the Offer. However, Linyi does not currently have knowledge of all material information, facts and circumstances that are necessary to assess all of the operational, commercial, taxation and financial implications of its current intentions. Consequently, final decisions on the courses of action and intentions set out in this Section have not been made.

7.2 Continuation of operationsWhether RCI becomes wholly or partly owned by Linyi, except as set out elsewhere in this Section, it is Linyi’s current intention:

(1) to continue the business of RCI;

(1) not to make any major changes to the business of RCI or redeploy any fixed assets of RCI; and

(2) to continue the employment of the present employees of RCI.

7.3 Intentions upon becoming entitled to proceed with compulsory acquisitionIf Linyi acquires 90% or more of the RCI Shares and becomes entitled to compulsorily acquire all of the RCI Shares in accordance with the Corporations Act, its current intentions for RCI are as set out in this Section 7.3.

(1) Corporate Matters(a) Linyi may (but has not determined that it will) proceed with compulsory acquisition of:

(i) all the RCI Shares, including those which are issued after the Closing Date and as a result of exercise of the RCI Options and RCI Convertible Notes;

(ii) all of the RCI Convertible Notes, which have not been redeemed, exercised or acquired by Linyi prior to the Closing Date (if Linyi is entitled to do so); and

(iii) all of the RCI Options, to the extent these are not acquired by Linyi under the Pre-Bid Option Deed, summarised in Section 9.3, and to the extent these have not expired, been exercised or otherwise acquired by Linyi prior to the Closing Date (if Linyi is entitled to do so).

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(b) Linyi currently intends to:

(i) seek the removal of Linyi from the official list of ASX; and

(ii) replace some or all of the RCI Directors with its own nominees. Linyi has identified the following individuals which it may nominate as directors of RCI:

(A) Chenglu Liu (Chairman of Linyi)

See Section 3.4(1) for a biography of Mr Liu.

(B) Xicheng Zhang (Director and General Manager of Linyi)

See Section 3.4(5) for a biography of Mr Zhang.

(C) Huanjun Yin (Chief Engineer of Work Safety Supervision Bureau of Linyi)

Mr Yin is a senior engineer and graduated from Shandong Mining Institute in 1983 with a major in geology. Mr Yin has previously served a variety of roles at the Linyi Bureau of Mines, including chief engineer of production, the first deputy chief of Chudun mine, deputy chief engineer and production department head. Mr Yin has held his current position since 2003.

The identity of any further replacement directors to the RCI Board have not yet been determined.


(2) OperationsLinyi intends to conduct a review of the business, assets and operations of RCI following close of the Offer, including to identify areas in which Linyi can assist to accelerate exploration and development of RCI’s Key Tenements.

The review may or may not lead to changes in the business, assets or operations of RCI contrary to the intentions of RCI referred to in this Section.

(3) Head office Linyi intends to relocate RCI’s management team and operational office from Hong Kong to Brisbane. This move will position management closer to RCI’s Key Tenements.

(4) EmployeesLinyi does not intend to seek to substantially change RCI’s management team or workforce, although it is likely that additional employees will need to be recruited.

(5) Divestment policyLinyi does not currently intend to dispose of any assets of RCI.

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7.4 Intentions for RCI as a partly owned companyIf Linyi acquires control of RCI but is not entitled to compulsorily acquire the outstanding RCI Shares, its current intentions for RCI are as set out in this Section 7.4.

(1) Subject to the Corporations Act and the constitution of RCI, Linyi will seek to replace some or all of the RCI Directors with its nominees. The nominees may include some or all of the individuals identified in Section 7.3(1)(b)(ii) and may include other individuals who have not yet been identified. The board structure has not yet been determined by Linyi and will depend upon the circumstances at the time.

(2) Linyi will ask the RCI Directors to review whether RCI should remain listed on ASX or be removed from the official list of ASX if the number of RCI Shareholders no longer justifies listing on ASX or the benefits of continuing to remain listed on ASX cease to outweigh the costs of listing on ASX. In addition, the ability of RCI to retain the listing of RCI on ASX will be subject to the ongoing requirements under the Listing Rules (including there being a sufficient number and spread of RCI Shareholders) being satisfied and the costs and other requirements of being listed not being disproportionately onerous. If RCI is not able to satisfy these requirements, ASX may require RCI to be delisted, regardless of the result of the review of RCI Directors.

(3) Linyi intends to implement the intentions outlined in Section 7.3 above, which are consistent with Linyi obtaining control of RCI.

(4) Linyi may acquire additional RCI Shares, including under the “creep” provisions of the Corporations Act and by other means. In summary the “creep” provisions would allow Linyi and its associates to acquire up to 3% of RCI Shares every six months. Linyi has not decided whether it will acquire further RCI Shares, as that will be dependent upon (amongst other things) the extent of the voting power of Linyi and its associates in RCI and market conditions at the time.

7.5 Intentions if Linyi does not acquire control of RCILinyi’s intentions, if it were to declare the Offer free of the Minimum Acceptance Condition and Linyi does not acquire control of RCI, would be to seek to obtain representation on the RCI Board.

7.6 ConflictsLinyi intends that the RCI Directors appointed by it will act at all times in accordance with their fiduciary duties as required by law and that all legal requirements are complied with in pursuing the intentions outlined in this Bidder’s Statement. Those requirements may, in some circumstances, require the approval of minority RCI Shareholders in order to effect the implementation of any particular objective.


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8. Taxation considerations

This outline does not constitute tax advice and should not be relied upon. RCI Shareholders should seek independent professional advice in relation to the Offer.

8.1 IntroductionThe information in this section is intended to provide a general overview of the Australian income tax and capital gains tax implications for Australian residents who accept the Offer.

This summary is not intended to be comprehensive and is based upon Linyi’s interpretation of Australian income tax legislation (and the administrative practice of the Commissioner of Taxation) currently in force at the date of this Bidder’s Statement. RCI Shareholders should not rely on the information in this Section as advice in relation to their own affairs. The taxation laws are complex and there could be implications in addition to those described in this Section. RCI Shareholders should seek independent professional advice in relation to their own particular circumstances.

The information in this section does not apply to non-resident RCI Shareholders and RCI Shareholders who have received their RCI Shares in their capacity as employees of RCI. Non-resident and employee shareholders should also obtain their own independent advice.

8.2 RCI Shares held as a capital investmentRCI Shareholders who accept the Offer will dispose of their RCI Shares by way of transfer to Linyi. This disposal will constitute a capital gains tax event for Australian capital gains tax purposes.

RCI Shareholders whose cost base in their RCI Shares is less than the Offer Price, will make a capital gain on the disposal of their RCI Shares to Linyi. The cost base will generally be the cost of acquisition of the RCI Shares.

If an individual or a trust (other than a complying superannuation entity) makes a capital gain from the disposal of RCI Shares which have been held for at least 12 months before disposal, the individual/trust will be eligible to apply the CGT discount concession so that they are taxed on only 50% of the gain.

If a complying superannuation entity makes a capital gain from the disposal of RCI Shares which have been held for at least 12 months before disposal, the complying superannuation entity will be eligible to apply the CGT discount concession so that they are taxed on only 2/3 of the gain.

RCI Shareholders that are companies are not eligible for the CGT discount concession.

RCI Shareholders who acquired their RCI Shares prior to 11.45am (by legal time in the Australian Capital Territory) on 21 September 1999 may choose to index the cost base of their RCI Shares for inflation up to 30 September 1999. RCI Shareholders that are individuals, trusts or complying superannuation entities that choose to index the cost base of their RCI Shares are not entitled to also apply the CGT discount concession (i.e. they must choose between the indexation concession and the CGT discount concession).

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8. Taxation considerations

RCI Shareholders whose reduced cost base in their RCI Shares is greater than the Offer Price will make a capital loss if they accept the Offer. In calculating the capital loss, the reduced cost base is not indexed for inflation irrespective of how long the RCI Shares have been held.

Capital losses may be offset against capital gains arising in the same year of income to determine the net capital gain. Any net capital gain is included in the RCI Shareholder’s assessable income and is subject to income tax. Capital losses may not be offset against other income for income tax purposes, but may be carried forward to offset against future capital gains.

8.3 RCI Shares held as revenue assetsAustralian resident shareholders may be subject to the general income tax provisions (rather than the capital gains tax provisions) in respect of the profit or loss made from the disposal of their RCI Shares to Linyi in some circumstances. For example, this will occur if an RCI Shareholder is in the business of trading in securities.

In these circumstances a taxable gain will arise if the Offer Price exceeds an RCI Shareholder’s cost of acquiring its RCI Shares. A loss will arise if the Offer Price is less than the price paid for the RCI Shares by the RCI Shareholder. This loss may be offset against profits or capital gains made by the RCI Shareholder.

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9. Other material information

9.1 Bid Implementation AgreementOn 19 May 2012, Linyi entered into a Bid Implementation Agreement with RCI. The Bid Implementation Agreement sets out the terms and respective obligations of Linyi and RCI in relation to the Offer.

A summary of the key terms of the Bid Implementation Agreement is as follows:

(1) Recommendations of RCI DirectorsOn 21 May 2012, RCI announced to the market that a majority of RCI Directors, including its Executive Chairman, support the Offer and recommend that RCI Shareholders accept the Offer, in the absence of a superior proposal.

Under the Bid Implementation Agreement, RCI must procure that all of the RCI Directors who recommended that they accept the Offer, in the absence of a Superior Proposal, maintain their recommendation that RCI Shareholders accept the Offer, and their stated intention to accept the Offer in respect of RCI Shares that they hold, control or in which they otherwise have a Relevant Interest, unless a Superior Proposal emerges and the matching rights procedure (described in Section 9.1(3)(d)) has been fully complied with.

(2) Appointment of RCI DirectorsRCI must as soon as practicable after Linyi acquires a Relevant Interest in at least 51% of the RCI Shares and the Offer becomes unconditional, procure the resignation and appointment of such directors of RCI as are nominated by Linyi in writing.

Linyi’s current intentions with respect to the resignation and appointment of the directors of RCI in these circumstances are discussed in Sections 7.3 and 7.4.

(3) Exclusivity(a) No Shop

During the Exclusivity Period, RCI and its Relevant Persons must not directly or indirectly solicit, invite, encourage or initiate any Competing Proposal or any enquiries, negotiations, or discussions with any person in relation to, or that could reasonably be expected to lead to a Competing Proposal or communicate any intention to do any of those things.

(b) No Talk and no due diligenceDuring the Exclusivity Period, RCI and its Relevant Persons must not:

(i) negotiate, accept or enter into, approve or recommend, participate in negotiations or discussions with, or enter into any agreement, arrangement or understanding with any person in relation to, or that could reasonably be expected to lead to, a Competing Proposal, even if the Competing Proposal was not directly or indirectly solicited, initiated, or encouraged by a Relevant Person, or the Competing Proposal has been publicly announced; or

(ii) make available to any person or permit any such person to receive non-public information relating to RCI and its Subsidiaries, in connection with a Competing Proposal, or the formulation, development, assessment or finalisation of a Competing Proposal.

However the no talk and no due diligence restrictions do not apply to the extent they would require RCI or a Relevant Person to do or refrain from doing anything with respect to a Competing Proposal where:

(iii) the RCI Board determines that the Competing Proposal is, or may reasonably be expected to lead to, a Superior Proposal; and

(iv) the RCI Board, acting in good faith and after having taken advice from external Australian lawyers who are independent of RCI and who regularly provide advice in this area, determines that to take or not take the relevant action would likely involve a breach of fiduciary or statutory duties owed by any RCI Director, except the Jindal Nominee Director.

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(c) NotificationDuring the Exclusivity Period, RCI must promptly notify Linyi if it is approached by any person to engage in any activity that would breach the no talk and no due diligence restrictions described above. The notification must be accompanied by all relevant details of the relevant event, including the identity of the relevant person who has made the approach and the terms and conditions of any Competing Proposal or any proposed Competing Proposal (to the extent known).

The notification obligations do not apply to the extent that the RCI Board, acting in good faith and after having taken advice from external Australian lawyers who are independent of RCI and who regularly provide advice in this area, determines that complying with the obligation would likely involve a breach of the fiduciary or statutory duties owed by any RCI Director.

(d) Opportunity to matchRCI must not enter into an agreement in relation to a Competing Proposal and must procure that none of the RCI Directors change their recommendation in favour of the Offer or publicly recommend a Competing Proposal until RCI provides Linyi with not less than 5 Business Days notice in writing of its intention to do so accompanied by all relevant details of the Competing Proposal including the terms and conditions of the Competing Proposal and the identity of the relevant person of persons making the Competing Proposal.

Within the 5 Business Day notice period, Linyi has the right, but not the obligation, to amend the terms and conditions of the Offer including, but not limited to increasing the amount of consideration under the Offer and if Linyi chooses to do so the RCI Board must review the counter proposal in good faith. If the RCI Board (or a majority of the RCI Directors) determines that the counter proposal would be more favourable to RCI Shareholders than the Competing Proposal (having regard to all aspects of the counter proposal and the Competing Proposal) then RCI and Linyi must use their best endeavours to:

(i) amend the Bid Implementation Agreement to reflect the counter proposal, including a requirement that a majority of the RCI Board (including the Executive Chairman of RCI) recommend to RCI Shareholders the counter proposal; and

(ii) implement the counter proposal.

The opportunity to match obligations do not apply to the extent that the RCI Board, acting in good faith and after having taken advice from external Australian lawyers who are independent of RCI and who regularly provide advice in this area, determines that to comply with the obligation would be likely to involve a breach of the fiduciary or statutory duties owed by any RCI Director.

(e) Equal access to informationWhere RCI or any Relevant Person provides any material information in relation to the operations of RCI or its Subsidiaries to any person in connection with or for the purposes of a current or potential Competing Proposal, which has not been disclosed to Linyi, RCI must provide a copy of that information to Linyi.

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(4) CompensationRCI must pay Linyi a compensation amount of $2,000,000 if:

(a) at any time before the Long Stop Date, any RCI Director other than the Jindal Nominee Director, endorses or otherwise supports a Competing Proposal made by a person other than a member of the Linyi Group;

(b) a person other than a member of the Linyi Group, acquires or agrees (conditionally or otherwise) to acquire control of RCI, to acquire the whole or a substantial part of the business or assets of RCI or the RCI Group, or otherwise acquires or merges or agrees (conditionally or otherwise) to acquire or merge with RCI, where an agreement in relation to the acquisition is entered into before the Long Stop Date;

(c) a Competing Proposal is announced before the Long Stop Date and, within six months after the Long Stop Date the person making the Competing Proposal (whether alone or together with one or more associates) acquires a Relevant Interest in 50% or more of all RCI Shares (whether by way of acquisition of existing RCI Shares or issue of new RCI Shares);

(d) at any time before the Long Stop Date, any RCI Director other than the Jindal Nominee Director, fails to make, or makes and then changes or withdraws a recommendation to RCI Shareholders to accept the Offer in respect of all RCI Shares or otherwise makes any public statement that suggests that the Offer is no longer recommended, other than because the Bid Implementation Agreement is terminated by RCI for a material breach by Linyi;

(e) at any time before the Long Stop Date, RCI is in breach of any of its obligations under the exclusivity provisions of the Bid Implementation Agreement (described in Section 9.1(3));

(f) Linyi terminates the Bid Implementation Agreement for a material breach by RCI; or

(g) RCI or any of its Relevant Persons does (or omits to do) anything (whether or not permitted by the Bid Implementation Agreement) that result in any of the Conditions (which are set out in Section 10.5) being breached or becoming incapable of being satisfied, and Linyi does not waive the Condition.

Linyi must pay RCI a compensation amount of $2,000,000 if:

(a) Linyi does not make the Offer to RCI Shareholders within 2 months after the date of Bid Implementation Agreement, unless before that time there is a breach of a Condition set out in Section 10.5;

(b) Linyi does not use all reasonable endeavours to satisfy the FIRB Condition and the PRC Regulatory Approval Condition;

(c) Linyi does not pay the consideration due under the Offer in accordance with the terms and Conditions and the Bidder’s Statement; or

(d) RCI terminates the Bid Implementation Agreement for material breach by Linyi.

(5) Termination(a) Material breach

The Bid Implementation Agreement can be terminated be either party, if the other party is in material breach of the Bid Implementation Agreement and is not remedied within 5 Business Days or there is a material breach of a representation or warranty by the other party.

(b) Termination by LinyiLinyi may terminate the Bid Implementation Agreement if:

(i) there is a material breach of the exclusivity provisions of the Bid Implementation Agreement or the fiduciary carve-outs to the exclusivity provisions are relied on (described in Section 9.1(3));

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(ii) any RCI Director, other than the Jindal Nominee Director does not make, or makes and then changes or withdraws their recommendation that RCI Shareholders accept the Offer in respect of all of their RCI Shares or makes a public statement indicating that they no longer support the Offer or that they support a Competing Proposal; or

(iii) any of the Conditions set out in Section 10.5 are breached or become incapable of being satisfied.

(c) Termination by RCIRCI may terminate the Bid Implementation Agreement if the RCI Board (or a majority of RCI Directors) changes or withdraws their recommendation that RCI Shareholders accept the Offer in respect of all their RCI Shares or makes a public statement indicating that they no longer support the Offer or that they support a Competing Proposal, provided that RCI has complied with the exclusivity provisions (described in Section 9.1(3)) and the provisions relating to the change of RCI Director recommendations (described in Section 9.1(1)).

(d) Other termination rightsEither Linyi or RCI may terminate the Bid Implementation Agreement if:

(i) a Court or Authority issues a final and non appealable order or ruling or takes an action which permanently restrains or prohibits the Offer;

(ii) Linyi withdraws the Offer for any reason including non-satisfaction of a Condition set out in Section 10.5;

(iii) the Offer lapses without the Conditions set out in Section 10.5 being satisfied or waived; or

(iv) the Offer has not become unconditional by the Long Stop Date.

(6) DefinitionsFor the purposes of the Bid Implementation Agreement:

Competing Proposal means any expression of interest, proposal or offer by a party other than a member of Linyi Group in relation to a takeover bid, scheme of arrangement, plan of arrangement, amalgamation, joint venture, dual listed company structure, reverse takeover, purchase of assets or undertakings, share issue, capital reduction, buy back or other similar transaction under which:

(a) a person (together with the person’s associates) other than a member of Linyi Group may acquire a Relevant Interest in more than 20% of one or more of the classes of securities of RCI or any securities in a Subsidiary of RCI;

(b) a person other than a member of Linyi Group may acquire Voting Power of more than 20% in RCI;

(c) a person other than a member of Linyi Group may acquire, directly or indirectly, any interest (including legal, equitable or economic) in all or a material part of the business or assets of RCI or a Subsidiary of RCI;

(d) RCI or a Subsidiary of RCI may acquire any material business or assets; or

(e) a person other than a member of Linyi Group may otherwise merge or amalgamate with or otherwise acquire control of RCI or a Subsidiary of RCI;

Exclusivity Period means the period starting on the date of the Bid Implementation Agreement and ending on the first to occur of:

(a) the termination of the Bid Implementation Agreement; and

(b) the Long Stop Date;

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Long Stop Date means the earlier of:

(a) the date on which the Offer Period ends; and

(b) 19 November 2012, or such later date as Linyi and RCI agree in writing;

Superior Proposal means a bona fide Competing Proposal that the RCI Board determines, acting in good faith and in order to satisfy what the RCI Board considers to be its fiduciary and statutory duties, after having taken advice from Australian lawyers who are independent of RCI and who regularly provide advice in this area, is capable of being valued and would, if completed substantially in accordance with its terms, be more favourable to RCI Shareholders (as a whole) than the Offer (as varied by Linyi, or any subsequent proposal made by Linyi), having regard to all terms, conditions and any other material aspects of the Competing Proposal and the Offer.

9.2 Pre-Bid Share AgreementOn 19 May 2012, Linyi entered into the Pre-Bid Share Agreement with the chairman and majority shareholder of RCI, Mr Wu.

The Pre-Bid Share Agreement was released to ASX on 23 May 2012, as an annexure to Linyi’s Notice of Initial Substantial Holder dated 22 May 2012, and a copy is available from the ASX website, www.asx.com.au.

Under the Pre-Bid Share Agreement, Mr Wu has agreed to sell Linyi 73,640,783 RCI Shares (representing approximately 19.99% of RCI Shares) at the Offer Price of $0.52 per RCI Share, conditional on:

(1) Linyi receiving approval from FIRB and the PRC Regulatory Authorities; and

(2) all of the Conditions (described in Section 10.5) being satisfied or waived, or the Offer being declared unconditional except for the condition described in Section 10.5(6) (No Prescribed Occurrences).

If these conditions are not satisfied or waived by 5.00pm Victorian time on 19 November 2012, either party can terminate the agreement.

Subject to satisfaction of all of its conditions, completion of the Pre-bid Share Agreement is to happen no later than one month after the condition of the Pre-Bid Share Agreement described in Section 9.2(2) has been satisfied or waived, at a date nominated by Linyi.

From the date of the Pre-Bid Share Agreement until it its terminated, Mr Wu is not permitted to dispose of, encumber or otherwise deal with the RCI Shares he has agreed to sell to Linyi under the Pre-Bid Share Agreement. However nothing in the Pre-Bid Share Agreement prevents Mr Wu from accepting the Offer in respect of those RCI Shares.

If an alternative takeover bid, or proposal to acquire RCI Shares is publicly announced before the completion of the Pre-Bid Share Agreement or before the closing date of the Offer (Alternative Offer), Linyi may do one of the following:

(1) at completion of the Pre-Bid Share Agreement, pay to Mr Wu the difference between the purchase price of $0.52 per RCI Share and the price offered under the Alternative Offer;

(2) increase the Offer Price under the Offer to match the consideration under the Alternative Offer; or

(3) terminate the Pre-Bid Share Agreement by giving notice in writing to Mr Wu.For

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To the extent any part of the Alternative Offer consists in whole or in part of consideration other than cash denominated in Australian dollars, the value of that part will be agreed between the parties and failing agreement within 4 Business Days, will be determined by an independent expert appointed by RCI.

Linyi may terminate the Pre-Bid Share Agreement by providing a notice in writing to Mr Wu if there is breach of a warranty.

The Pre-Bid Share Agreement terminates automatically if:

(1) Mr Wu accepts the Offer in respect of the RCI Shares the subject of the Pre-Bid Share Agreement;

(2) the Offer closes while subject to Conditions set out in Section 10.5, other than the condition in Section 10.5(6) (No Prescribed Occurrences) (which is not satisfied or waived);

(3) Linyi has not declared the Offer to be unconditional or the Conditions set out in Section 10.5 are not satisfied or waived, on or before 5.00pm Victorian time on 19 November 2012, other than in respect of the condition in Section 10.5(4) (Minimum Acceptance) and the condition in Section 10.5(6) (No Prescribed Occurrences);

(4) the closing date of the Offer has not occurred within 6 months of the signing of the Pre-Bid Share Agreement; or

(5) Linyi has not nominated a date for completion of the Pre-Bid Share Agreement within 5 Business Days of the condition of the Pre-Bid Share Agreement described in Section 9.2(2) above being satisfied.

Nothing in the Pre-Bid Share Agreement affects and Mr Wu is entitled to deal with all other RCI Shares (other than the RCI Shares he has agreed to sell to Linyi under the Pre-Bid Share Agreement), in his complete discretion. However, in RCI’s announcement of 21 May 2012 in respect of the Offer, Mr Wu publicly announced that he intends to accept the Offer in respect of all of his RCI Shares, in the absence of a superior proposal. A copy of the announcement is included in Annexure A. As at the date of the announcement, Mr Wu held 186,360,626 RCI Shares (including the RCI Shares Mr Wu has agreed to sell to Linyi under the Pre-Bid Share Agreement), comprising approximately 50.61% of RCI Shares issued at that date.

9.3 Pre-Bid Option DeedOn 19 May 2012, Linyi entered into the Pre-Bid Option Deed with the chairman and majority shareholder or RCI, Mr Wu.

Under the Pre-Bid Option Deed, Mr Wu agreed to sell and assign all of the RCI Options (that is 206,933,334 RCI Options) to Linyi at a purchase price of $0.02 per RCI Option (being the difference between the exercise price of the RCI Options and the Offer Price), and RCI consented to the sale and assignment of these RCI Options, conditional upon:

(1) Linyi receiving approval from FIRB and the PRC Regulatory Authorities; and

(2) all of the Conditions (set out in Section 10.5) being satisfied or waived, or the Offer being declared unconditional except for the condition described in Section 10.5(6) (No Prescribed Occurrences condition).

If these conditions are not satisfied or waived by 5.00pm Victorian time on 19 November 2012, either party can terminate the deed.

Subject to satisfaction of all of its conditions, completion of the Pre-Bid Option Deed must happen at a date nominated by Linyi which must not be earlier than 1 month after the condition of the Pre-Bid Option Deed described in Section 9.3(2) has been satisfied or waived.

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From the date of the Pre-Bid Option Deed until it is terminated, Mr Wu is not permitted to exercise, dispose of, encumber or otherwise deal with the RCI Options.

If an alternative takeover bid, or proposal to acquire RCI Shares is publicly announced before the completion of the Pre-Bid Option Deed or before the closing date of the Offer (Alternative Offer), Linyi may do one of the following:

(1) at completion of the Pre-Bid Option Deed, pay to Mr Wu the difference between the purchase price of $0.52 per RCI Share and the price offered under the Alternative Offer; or

(2) terminate the Pre-Bid Option Deed by giving notice in writing to Mr Wu.

To the extent that any part of the Alternative Offer consists in whole or in part of consideration other than cash denominated in Australian dollars, the value of that part will be agreed between the parties and failing agreement within 4 Business Days, will be determined by an independent expert appointed by RCI.

Linyi may terminate the Pre-Bid Option Deed by providing a notice in writing to Mr Wu if there is breach of a warranty.

The Pre-Bid Option Deed terminates automatically if:

(1) the Offer closes while subject to the Conditions set out in Section 10.5, other than the condition in Section 10.5(6) (No Prescribed Occurrences) (which is not satisfied or waived);

(2) Linyi has not declared the Offer to be unconditional or the Conditions (set out in Section 10.5) are not satisfied or waived, on or before 5.00pm Victorian time on 19 November 2012, other than in respect of the condition in Section 10.5(4) (Minimum Acceptance Condition) and the condition in Section 10.5(6) (No Prescribed Occurrences);

(3) the closing date of the Offer has not occurred within 6 months of the signing of the Pre-Bid Option Deed; or

(4) Linyi has not nominated a date for completion of the Pre-Bid Option Deed within 5 Business Days of the condition of the Pre-Bid Option Deed described in Section 9.3(2) above being satisfied.

9.4 RCI Options and RCI Convertible NotesThe Offer extends to all RCI Shares that are issued on the exercise of RCI Options or conversion of the RCI Convertible Notes during the period from the Register Date to the end of the Offer Period.

Linyi has entered into the Pre-bid Option Deed, which is summarised in Section 9.3. The Pre-bid Option Deed provides for the acquisition by Linyi of all of the RCI Options and prevents Mr Wu from exercising, disposing, encumbering or otherwise dealing with the RCI Options.

9.5 Due diligence on RCIFor the purpose of undertaking due diligence investigations as part of evaluating whether or not to make the Offer, RCI provided Linyi with access to information concerning RCI and its business and affairs some of which is not generally available to RCI Shareholders.

The information made available to Linyi during the course of its due diligence investigations is either in the public domain, disclosed in this Bidder’s Statement or is not material to the making of a decision by an RCI Shareholder, whether or not to accept the Offer.

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9.6 Status of conditionsThe Offer is subject to a number of conditions which are set out in Section 10.5.

As at the date of this Bidder’s Statement, Linyi is not aware of any events or circumstances which would result in the non-fulfilment of any of the Conditions.

Information on the status of the FIRB Condition (set out in Section 10.5(1)) and the PRC Regulatory Approval Condition (set out in Section 10.5(2)) is set out in Sections 9.7 and 9.8, respectively.

9.7 FIRB approvalAs set out in Section 10.5(1), completion of the Offer and any contract that results from an acceptance of the Offer is conditional on Linyi receiving notice from the Treasurer of the Commonwealth of Australia (or his delegate) to the effect that there is no objection under the Commonwealth Government’s foreign investment policy or under the Foreign Acquisitions and Takeovers Act 1975 (Cth) to the acquisition by Linyi of the RCI Shares under the Offer and that notice is not subject to any condition.

On 28 May 2012, Linyi provided notification under section 25 of the Foreign Acquisitions and Takeovers Act 1975 (Cth) and a detailed submission to FIRB for the purpose of seeking the notice of no objection.

Linyi is confident that the transaction is consistent with the Australian Government’s foreign investment policy and anticipates that a notice of no objection will be issued in due course.

9.8 PRC Regulatory ApprovalsAs set out in Section 10.5(2), completion of the Offer and any contract that results from acceptance of the Offer is conditional on the PRC Regulatory Authorities authorising the acquisition and payment for the RCI Shares by Linyi under the Offer.

Linyi has commenced the approval process and is confident of obtaining all of the necessary approvals prior to the end of the Offer Period as the Offer is consistent with all applicable PRC laws and policies.

The PRC Regulatory Authorities from which approval is sought are briefly described below:

(1) State-owned Assets Supervision and Administration Commission of Shandong Provincial GovernmentThe State-owned Assets Supervision and Administration Commission of Shandong Provincial Government (SASAC), supervises and manages state-owned assets and investments in companies. Linyi needs to obtain approval from SASAC Shandong because the Offer involves Linyi investing abroad, and Linyi is a wholly owned subsidiary of Shandong Energy Group Co., Ltd which is a state-owned enterprise based in Shandong Province in the PRC.

(2) Shandong Development and Reform CommissionThe Shandong Development and Reform Commission is the Shandong Province branch of the National Development and Reform Commission. The National Development and Reform Commission is PRC’s macro-economic management agency which studies and formulates policies for economic and social development, maintains a balance of economic aggregates and guides the overall economic system restructuring.

(3) Department of Commerce of Shandong ProvinceThe Department of Commerce of Shandong Province is the Shandong Province branch of the Ministry of Commerce, which is charged with the functions of managing domestic and international trade and international economic cooperation.

(4) State Administration of Foreign Exchange Shandong BranchThe State Administration of Foreign Exchange Shandong Branch is the Shandong Province branch of the State Administration of Foreign Exchange, a statutory body established under PRC law, which manages foreign exchange affairs in the process of transferring, trading and borrowing of foreign currencies. It also monitors the foreign exchange rate and foreign exchange markets in China.

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9.9 Potential for waiver of conditionsUnder the terms of the Offer and the Corporations Act, any or all of the Conditions may be waived by Linyi.

If an event occurs which results (or would result) in the non-fulfilment of a Condition, Linyi might not make a decision as to whether it will either rely on that occurrence, or instead waive the Condition in respect of the occurrence, until the date for giving notice of status of the Conditions under section 630(3) of the Corporations Act (See Section 10.8). If Linyi decides that it will waive a Condition it will announce that decision to ASX in accordance with section 650F of the Corporations Act.

If any of the Conditions are not fulfilled, and Linyi decides to rely on that non-fulfilment, then any contract resulting from acceptance of the Offer will become void at (or, in some cases, shortly after) the end of the Offer Period, and the RCI Shares in respect of which the Offer has been accepted, will be returned to the holder.

9.10 Date for determining holders of RCI SharesFor the purpose of section 633(2) of the Corporations Act, the Register Date for determining the people to whom information is to be sent under items 6 and 12 of section 633(1) of the Corporations Act is 5.00am (Sydney time) on 7 June 2012.

9.11 ASIC modifications and exemptionsLinyi has not obtained from ASIC any modifications to or exemptions from the Corporations Act to facilitate the Offer. Linyi may however rely on various “Class Order” instruments published by ASIC which provide for certain modifications and exemptions that apply generally for all bidders, including Linyi.

9.12 ConsentsEach of RBC Capital Markets, Norton Rose Australia and Computershare Investor Services Pty Limited has consented to be named in this Bidder’s Statement in the form and context in which it is named and has not withdrawn that consent as at the date of this Bidder’s Statement. None of RBC Capital Markets, Norton Rose Australia and Computershare Investor Services Pty Limited has caused or authorised the issue of this Bidder’s Statement or has been in any way involved in the making of the Offer. Each of RBC Capital Markets, Norton Rose Australia, and Computershare Investor Services Pty Limited, to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Bidder’s Statement.

This Bidder’s Statement contains statements made or based on statements made in documents lodged with ASIC or ASX, namely, the announcements made by RCI to ASX on 16 September 2010, 6 July 2011, 30 September 2011, 7 November 2011, 30 March 2012, 21 May 2012 and 23 May 2012 (some of which are included in Annexure A to this Bidder’s Statement). The terms of ASIC Class Order 01/1543 allow such statements to be included without the consent of the parties who made them. RCI Shareholders may obtain copies of these documents (free of charge) during the Offer Period by calling the Linyi Offer Information Line on 1300 620 810 (for callers within Australia) or +61 3 9415 4387 (for callers outside Australia).

RCI Shareholders should note that Linyi has assumed, for the purposes of preparing this Bidder’s Statement, that the information contained in the documents lodged with ASIC or ASX is accurate. However, neither Linyi nor its directors do not take responsibility for the content of these documents and are not to be taken as endorsing, in any way, any or all statements contained in such documents, except to the extent required by law.

9.13 Other material informationExcept as disclosed elsewhere in this Bidder’s Statement, there is no other information that is:

(1) material to the making of a decision by an RCI Shareholder whether or not to accept the Offer; and

(2) known to Linyi,

which has not previously been disclosed to RCI Shareholders.

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10. Terms and Conditions of the Offer

10.1 Offer(1) Linyi offers to buy all of Your RCI Shares together with all Rights attached to them, on the terms set out in

this Offer.

(2) The consideration offered is $0.52 cash for each of Your RCI Shares.

(3) By accepting this Offer, you undertake to transfer to Linyi not only all of Your RCI Shares, but also all Rights attached to Your RCI Shares (see Section 10.4(4) for further information).

10.2 Offer Period(1) The Offer opens on 12 June 2012.

(2) The Offer will remain open for acceptance during the period commencing on the date of this Offer and ending at 7.00pm (Sydney time) on 13 August 2012, unless withdrawn or extended in accordance with the Corporations Act.

(3) Linyi may extend the Offer Period in accordance with the Corporations Act. If such extension is made, the date specified in Section 10.8 for publication of the notice described in that Section will be varied accordingly.

(4) If, within the last 7 days of the Offer Period, either of the following events occur:

(a) the Offer is varied to improve the consideration offered; or

(b) Linyi’s voting power in RCI increases to more than 50%,

then the Offer Period will be automatically extended so that it ends 14 days after the relevant event.

10.3 How to accept the Offer(1) General

(a) You may accept the Offer in respect of all of Your RCI Shares.

(b) You may accept the Offer at any time during the Offer Period.

(2) Issuer Sponsored HoldingsIf you hold Your RCI Shares in an Issuer Sponsored Holding (your SRN starts with “I”), to accept the Offer you must:

(a) complete and sign the enclosed Acceptance Form in accordance with the instructions on it. You can only accept the Offer in respect of all and not some of Your RCI Shares. If you do accept the Offer in respect of any of Your RCI Shares, you will be deemed to have accepted the Offer in respect of all of Your RCI Shares; and

(b) return the completed Acceptance Form, and all other documents required by the instructions on the Acceptance Form, so that they are received before the end of the Offer Period at the address shown on the Acceptance Form.

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(3) CHESS Holdings(a) If Your RCI Shares are in a CHESS Holding (your HIN starts with “X”) and you are not a Participant, to accept

the Offer in respect of Your RCI Shares you must either:

(i) instruct your Controlling Participant (usually your broker) to initiate the acceptance on your behalf under rule 14.14 of the ASX Settlement Operating Rules in respect of Your RCI Shares, before the end of the Offer Period; or

(ii) authorise Linyi to instruct your Controlling Participant (usually your broker) on your behalf to initiate acceptance of the Offer in accordance with rule 14.14 of the ASX Settlement Operating Rules in respect of Your RCI Shares, by completing, signing and returning to Linyi the enclosed Acceptance Form in accordance with the instructions on it (together with all documents required by the instructions on the Acceptance Form), at the address shown in the Acceptance Form before the end of the Offer Period.

(b) If Your RCI Shares are in a CHESS Holding (your HIN starts with “X”) and you are a Participant, you may your self initiate acceptance under rule 14.14 of the ASX Settlement Operating Rules before the end of the Offer Period.

(c) If Your RCI Shares are in a CHESS Holding (your HIN starts with “X”), you must comply with any other applicable ASX Settlement Operating Rules.

(4) Acceptance Form and other documents(a) The Acceptance Form forms part of the Offer.

(b) If your Acceptance Form (together with all documents required by the instructions on the Acceptance Form) is returned by post, for your acceptance to be valid you must ensure that they are posted and delivered in sufficient time for them to be received by Linyi at the address shown on the Acceptance Form before the end of the Offer Period.

(c) When using the Acceptance Form to accept this Offer in respect of RCI Shares in a CHESS Holding, you must ensure that the Acceptance Form (together with all documents required by the instructions on the Acceptance Form) is received by Linyi in time for Linyi to instruct your Controlling Participant to initiate acceptance of the Offer on your behalf in accordance with rule 14.14 of the ASX Settlement Operating Rules before the end of the Offer Period.

(d) The postage and transmission of the Acceptance Form and other documents is at your own risk.

(5) Effect of acceptance(a) Once you have accepted the Offer, you will be unable to revoke your acceptance and the contract resulting

from your acceptance will be binding on you and you will be unable to withdraw Your RCI Shares from the Offer, or otherwise dispose of Your RCI Shares, except as follows:

(i) if, by the relevant times specified in Section 10.3(4)(b), the conditions in Section 10.5 have not all been fulfilled or freed, the Offer will automatically terminate and Your RCI Shares will be returned to you; or

(ii) if the Offer Period is varied in a way that postpones for more than one month the time when Linyi must meet its obligations under the Offer and, at the time, the Offer is subject to one or more of the conditions in Section 10.5, you may be able to withdraw your acceptance and Your RCI Shares in accordance with section 650E of the Corporations Act. A notice will be sent to you at the time explaining your rights in this regard.


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(b) The relevant times for the purposes of Section 10.3(5)(i) are:

(i) in relation to the condition in Section 10.5(6) (No Prescribed Occurrences) – three business days after the end of the Offer Period; and

(ii) in relation to all other conditions in Section 10.5 – the end of the Offer Period.

(c) By signing and returning the Acceptance Form or otherwise accepting the Offer pursuant to Section 10.3, you:

(i) accept the Offer (and any variation of it) in respect of Your RCI Shares in your Acceptance Form or in the request given to your Controlling Participant;

(ii) agree to transfer to Linyi all of Your RCI Shares, subject to the Offer being declared free from the Conditions set out in Section 10.5 (or such Conditions being fulfilled);

(iii) represent and warrant to Linyi that at the time of acceptance as a fundamental condition going to the root of the contract resulting from your acceptance, and the time the transfer of Your RCI Shares (including any Rights) to Linyi is registered;

(A) all Your RCI Shares are and will be fully paid up, and Linyi will acquire good title to them and full beneficial ownership of them free from all mortgages, charges, liens, encumbrances and adverse interests of any nature (whether legal or otherwise);

(B) that you have full power and capacity to accept the Offer and to sell and transfer the legal and beneficial ownership in those RCI Shares (including any Rights) to Linyi; and

(C) unless you have notified Linyi in accordance with Section 10.10(1), Your RCI Shares do not consist of separate parcels;

(iv) irrevocably appoint Linyi (and each director, secretary and nominee of Linyi) jointly and severally with effect from the time on which all the Conditions (set out in Section 10.5) have been fulfilled or waived, as your attorney with power to exercise all the powers and rights which you could lawfully exercise as the registered holder of Your RCI Shares, including:

(A) attending any meeting of RCI and voting in respect of Your RCI Shares, proposing or seconding any motion and demanding a poll for any vote at, any such meeting;

(B) requisitioning the convening of any general meeting of RCI and convening a general meeting pursuant to any such requisition;

(C) signing any form, notice, instrument or other document (including any proxy appointment) relating to Your RCI Shares; and

(D) executing all such instruments as Linyi may require for the purpose of vesting good title in Your RCI Shares and all Rights attaching to Your RCI Shares in Linyi;

(v) whether or not the Offer or the contract resulting from your acceptance of the Offer has become unconditional, irrevocably appoint Linyi (and each director, secretary and nominee of Linyi) jointly and severally as your attorney with power to attend and vote in person or by proxy at all general meetings of RCI on your behalf in respect of Your RCI Shares, until the earlier of the withdrawal of your acceptance under section 650E of the Corporations Act or the end of the Offer Period or, if all the Conditions (set out in Section 10.5) have been satisfied or waived, the registration of Linyi as the holder of Your RCI Shares;

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(vi) agree that in exercising the powers conferred by the power of attorney in Sections 10.3(5)(c)(iv) and 10.3(5)(c)(v), each attorney may act in the interests of Linyi, as the intended registered holder and beneficial owner of Your RCI Shares;

(vii) agree not to attend or vote in person at any general meeting of RCI, or to exercise or purport to exercise any of the powers conferred on Linyi (and its directors, secretaries and nominees) in Sections 10.3(5)(c)(iv) and 10.3(5)(c)(v) during the relevant periods referred to in those Sections;

(viii) indemnify Linyi against any claim or action against it for any loss, damage or liability whatsoever incurred by it as a result of you not producing your Holder Identification Number (HIN) or Securityholder Reference Number (SRN) or in consequence of the transfer of Your RCI Shares being registered by RCI without production of your HIN or SRN for Your RCI Shares;

(ix) if you signed the Acceptance Form in respect of RCI Shares which are held in a CHESS Holding, irrevocably authorise Linyi (or any director, secretary or nominee of Linyi) to instruct your Controlling Participant to initiate acceptance of this Offer in respect of Your RCI Shares in accordance with rule 14.14 of the ASX Settlement Operating Rules;

(x) if you signed the Acceptance Form in respect of Your RCI Shares which are held in a CHESS Holding, irrevocably authorise Linyi (or any director, secretary or nominee of Linyi) to give any other instructions in relation to Your RCI Shares to your Controlling Participant, as determined by Linyi acting in its own interests as a beneficial owner and intended registered holder of those RCI Shares;

(xi) irrevocably authorise Linyi (or any director, secretary or nominee of Linyi) to transmit a message in accordance with rule 14.17 of the ASX Settlement Operating Rules to transfer Your RCI Shares to Linyi’s Takeover Transferee Holding, regardless of whether it has paid the consideration due to you under the Offer;

(xii) irrevocably authorise Linyi (or any director, secretary or nominee of Linyi) to alter the Acceptance Form by inserting correct details of Your RCI Shares, filling in any blanks remaining on the Acceptance Form and by rectifying any errors in or omissions from it as may be necessary to make it an effective acceptance of the Offer or to enable registration of the transfer of all of Your RCI Shares to Linyi;

(xiii) irrevocably authorise and direct RCI to pay to Linyi, or to the account of Linyi for, all Rights in respect of Your RCI Shares. If the Offer is withdrawn, rescinded or rendered void, Linyi will account to you for any such Rights received by Linyi;

(xiv) irrevocably authorise Linyi to notify RCI on your behalf that your place of address for the purpose of serving notices upon you in respect of Your RCI Shares is the address specified by Linyi in the Linyi notification;

(xv) agree, subject to the Conditions (set out in Section 10.5) being satisfied or waived, to execute all such documents, transfers and assurances and do all such acts, matters and things that Linyi considers necessary or desirable to convey Your RCI Shares registered in your name and attaching Rights to Linyi; and

(xvi) agreed to do all such acts, matters and things that Linyi may require to give effect to the matters the subject of this Section 10.3(5)(c) (including the execution of a written form of proxy to the same effect as this Section 10.3(5)(c) which complies in all respects with the constitution of RCI) if requested by Linyi;


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(d) Linyi may, at any time, in its sole discretion and without further communication to you, determine that any Acceptance Form it receives is a valid acceptance, even if one or more of the requirements for acceptance has not been complied with, but if Linyi does so, Linyi is not obliged to make the consideration available to you until all of the requirements for acceptance have been met.

(e) Linyi may, at any time, in its sole discretion and without further communication to you, determine all questions as to the form of documents, eligibility to accept the Offer and the time of receipt of an acceptance of the Offer. Linyi is not required to communicate with you prior to making this determination. The determination of Linyi will be final and binding on the parties.

(f) The provisions of Section 10.3(5)(c) will remain in force after you receive the consideration for Your RCI Shares and after Linyi becomes registered as the holder of Your RCI Shares.

10.4 Payment of consideration(1) Linyi will pay to you the consideration for Your RCI Shares by cheque in Australian currency. The cheque will

be sent at your risk to you at your address on the RCI share register held by Linyi immediately prior to the preparation of the cheque by ordinary mail, or in the case of addresses outside of Australia, by airmail.

(2) Subject to this Section 10.4 and the Corporations Act, Linyi will pay you the consideration for Your RCI Shares on or before the earlier of:

(a) the date that is one month after the date of your acceptance or, if the Offer is subject to a Condition (set out in Section 10.5) when you accept the Offer, the date that is one month after the contract resulting from your acceptance of the Offer becomes unconditional; and

(b) 21 days after the end of the Offer Period.

(3) Where the Acceptance Form requires an additional document to be given with your acceptance to enable Linyi to become the holder of Your RCI Shares (such as a power of attorney):

(a) if the document is given with your acceptance, Linyi will provide the consideration in accordance with Section 10.4(2);

(b) if that document is given after acceptance and before the end of the Offer Period, while the Offer is subject to a Condition (set out in Section 10.5), Linyi will provide the consideration to you by the earlier of:

(i) one month after the contract resulting from your acceptance of the Offer becomes unconditional; and

(ii) 21 days after the end of the Offer Period;

(c) if that document is given after acceptance and before the end of the Offer Period, while the Offer is not subject to a Condition (set out in Section 10.5), Linyi will provide the consideration due to you by the earlier of:

(i) one month after that document is delivered; and

(ii) 21 days after the end of the Offer Period;

(d) if that document is given after the end of the Offer Period, Linyi will provide the consideration within 21 days after that document is given. However, if at the time the document is given, the contract is still subject to a Condition that relates to a circumstance or event referred to in section 652C(1) or (2) of the Corporations Act, Linyi will provide your consideration to you for Your RCI Shares within 21 days after the Offer becomes unconditional; and

(e) if you do not give the document to Linyi within one month after the end of the Offer Period, Linyi may, in its sole discretion, rescind the contract resulting from your acceptance of the Offer.

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(4) If you accept the Offer, Linyi is entitled to all Rights in respect of Your RCI Shares. Linyi may require you to provide all documents necessary to vest title to those Rights in Linyi, or otherwise to give it the benefit or value of those Rights. If you do not do so, or if you have received the benefit of those Rights, Linyi will be entitled to deduct from the consideration otherwise due to you the amount (or value, reasonably assessed by Linyi) of those Rights. If Linyi does not, or cannot, make such a deduction, you must pay that amount to Linyi.

(5) If at any time after you accept the Offer any of the following:

(a) Banking (Foreign) Exchange Regulations 1959 (Cth);

(b) Charter of the United Nations (Dealing with Assets) Regulations 2008 (Cth);

(c) Charter of the United Nations (Sanctions – Afghanistan) Regulations 2008 (Cth);

(d) Charter of the United Nations (Sanctions – Iraq) Regulations 2008 (Cth); or

(e) any other law of Australia,

require that an authority, clearance or approval of the Reserve Bank of Australia, the Australian Taxation Office or any other government authority be obtained before you receive any consideration for Your RCI Shares, or would make it unlawful for Linyi to provide consideration to you for Your RCI Shares, you will not be entitled to receive consideration for Your RCI Shares unless and until all requisite authorities, clearances or approvals have been received by Linyi.

10.5 ConditionsSubject to Section 10.6, the completion of the Offer and any contract arising from an acceptance of the Offer, are subject to fulfilment of the Conditions set out below:

(1) FIRBBefore the end of the Offer Period Linyi receives notice from the Treasurer of the Commonwealth of Australia (or his delegate) to the effect that there is no objection under the Commonwealth Government’s foreign investment policy or under the Foreign Acquisition and Takeovers Act 1975 (Cth) to the acquisition by Linyi of the RCI Shares under the Offer and that notice is not subject to any condition.

(2) PRC Regulatory ApprovalsBefore the end of the Offer Period, the PRC Regulatory Authorities authorise the acquisition of and payment for the RCI Shares by Linyi under the Offer.

(3) No regulatory actionBetween the Announcement Date and the end of the Offer Period:

(a) there is not in effect any preliminary or final decision, order or decree issued by a Regulatory Authority; and

(b) no application is made to any Regulatory Authority (other than by Linyi or a Subsidiary of Linyi), or action or investigation is announced, commenced or threatened by any Regulatory Authority,

in consequence of, or in connection with, the Takeover Bid (other than a determination by ASIC or the Takeovers Panel in the exercise of powers and discretions conferred by the Corporations Act), which:

(c) restrains, prohibits or impedes (or if granted or made could restrain, prohibit or impede), or otherwise materially adversely impacts upon:

(i) the making of the Takeover Bid or any transactions contemplated by the Takeover Bid; or

(ii) the rights of Linyi in respect of RCI or the RCI Shares to be acquired under the Takeover Bid; or

(d) requires the divestiture by Linyi of any RCI Shares, or the divestiture of any assets of RCI or any Subsidiary of RCI.

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(4) Minimum acceptance conditionAt the end of the Offer Period, Linyi has a Relevant Interest in at least 51% of the RCI Shares.

(5) No Material Adverse Change of RCIBetween the Announcement Date and the end of the Offer Period:

(a) there not having occurred, been announced, become probable or imminent or become known to Linyi or RCI (whether or not becoming public) any Material Adverse Change; and

(b) it not becoming known to Linyi or RCI that information announced by RCI to ASX prior to the Announcement Date is, or is likely to be, incomplete, incorrect, untrue or misleading in a material respect when assessed in the context of the Takeover Bid and the Offer.

(6) No Prescribed OccurrencesDuring the period from the date the Bidder’s Statement is given to RCI and ending at the end of the Offer Period, none of the occurrences listed in section 652C(1) or (2) of the Corporations Act happen (other than the issue of RCI Shares pursuant to the exercise of RCI Options or the conversion of RCI Convertible Notes issued before the Announcement Date), that is:

(a) RCI converts all or any of its shares into larger or smaller number of shares;

(b) RCI or a Subsidiary of RCI resolves to reduce its Share capital in any way;

(c) RCI or a Subsidiary of RCI:

(i) enters into a buy-back agreement; or

(ii) resolves to approve the terms of a buy-back agreement under section 257C(1) or 257D(1) of the Corporations Act;

(d) RCI or a Subsidiary of RCI issues shares or grants an option over its shares, or agrees to make such an issue or grant such an option;

(e) RCI or a Subsidiary of RCI issues, or agrees to issue, convertible notes;

(f) RCI or a Subsidiary of RCI disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;

(g) RCI or a Subsidiary of RCI charges, or agrees to charge, the whole, or a substantial part, of its business or property;

(h) RCI or a Subsidiary of RCI resolves to be wound up;

(i) the appointment of a liquidator or provisional liquidator of RCI or a Subsidiary of RCI;

(j) a court makes an order for the winding up of RCI or a Subsidiary of RCI;

(k) an administrator of RCI, or a Subsidiary of RCI, is appointed under section 436A, 436B or 436C of the Corporations Act;

(l) RCI or a Subsidiary of RCI executes a deed of company arrangement; or

(m) a receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of the property of RCI or a Subsidiary of RCI.

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(7) No Prescribed Occurrences between Announcement and Bidder’s StatementDuring the period from the Announcement Date to the day before the Bidder’s Statement is given to RCI, none of the occurrences referred to in Sections 10.5(6)(a) to 10.5(6)(m) happen (other than the issue of RCI Shares pursuant to the exercise of RCI Options or the conversion of RCI Convertible Notes issued before the Announcement Date).

(8) Conduct of businessBetween the Announcement Date and the end of the Offer Period, neither RCI, nor any Subsidiary of RCI:

(a) declares, or distributes any dividend, bonus or other share of its profits or assets;

(b) makes any changes to its constitution or passes any special resolution or amends the terms of issue of any shares, options or other convertible securities;

(c) gives or agrees to give any Third Party Rights over any of its assets otherwise than in the ordinary course of business and which is consistent with the plans or budgets of RCI which have been announced to ASX before the Announcement Date;

(d) borrows or agrees to borrow any money;

(e) releases, discharges or modifies any substantial obligation to it of any person, firm or body corporate or agrees to do so;

(f) conducts its business otherwise than in the ordinary course;

(g) increases the number of Directors to more than 6 or appoints any additional Director whether to fill a casual vacancy or otherwise (other than at the request of Linyi);

(h) except as required by law or in circumstances where the total compensation payable by RCI or any of its Subsidiaries to a Director or employee does not increase by more than 10% of the total compensation paid to that Director or employee as at 19 May 2012, does any of the following:

(i) enter or agree to enter into any contract of service or vary or agree to vary any existing contract of service with any Director or employee;

(ii) make or agree to make any substantial change in the basis or amount of remuneration of any Director, employee or consultant; or

(iii) except as provided under any superannuation, provident or retirement scheme or contract in effect on the Announcement Date, pay or agree to pay any retirement benefit or allowance to any Director or employee;

(i) passes any resolution for liquidation, or has appointed or becomes susceptible to the appointment of an administrator, a receiver, a receiver and manager or a liquidator, or becomes subject to investigation under the ASIC Act 2001 (Cth) or any corresponding legislation.


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(9) No material acquisitions, disposals, etc.None of the following events occur between the Announcement Date and the end of the Offer Period:

(a) RCI, or any Subsidiary of RCI, acquires, offers to acquire, agrees to acquire or acquires an interest in property or other assets or makes an announcement in relation to such an acquisition where the value of the acquisition or proposed acquisition exceeds $50,000;

(b) RCI, or any Subsidiary of RCI, disposes (including by grant of Third Party Rights), offers to dispose, agrees to dispose or disposes of interests in (i) the Key Tenements; or (ii) any property or other assets with a value (individually or in aggregate) of more than $50,000 or makes an announcement in relation to such a disposal;

(c) RCI, or any Subsidiary of RCI, enters into, offers to enter into or announces that it proposes to enter into any joint venture, asset or profit sharing, partnership, stock exchange listing or dual listed company structure or makes an announcement in relation to such a commitment;

(d) RCI, or any Subsidiary of RCI, incurs or commits to, or grants to another person a right the exercise of which would involve RCI or any Subsidiary of RCI incurring or committing to any capital expenditure or other liability, other than in accordance with a work program and budget which has been Disclosed to Linyi in the Due Diligence Material; or

(e) RCI, or any Subsidiary of RCI enters into, offers to enter into or announces that it proposes to enter into any form of commitment (including by grant of Third Party Rights) with any party or parties which would result in the creation of any right or entitlement to acquire coal, minerals or ore from RCI or any Subsidiary of RCI.

(10) Material contractsBetween the Announcement Date and the end of the Offer Period, no person exercises or purports to exercise, or states an intention to exercise any right (whether subject to conditions or not) which has or is likely to result in:

(a) any monies borrowed by RCI or a Subsidiary of RCI being or becoming repayable or being capable of being declared repayable immediately or earlier than the previous repayment date;

(b) termination or variation of any material agreement with RCI or a Subsidiary of RCI or any action being taken or claim arising under such an agreement;

(c) the interest of RCI or any Subsidiary of RCI in any firm, joint venture, trust, corporation or other entity or asset being terminated, modified or required to be transferred, disposed of or redeemed; or

(d) the business of RCI or any Subsidiary of RCI with any other person being materially adversely affected,

as a result (directly or indirectly) of Linyi acquiring or proposing to acquire RCI Shares.

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(11) Renewal of EPC930 EPC930 being renewed before the end of the Offer Period without material adverse conditions being imposed.

(12) Status of EPC890 and MDL324Between the Announcement Date and the end of the Offer Period there not being any material adverse change in the status or terms of EPC890 and MDL324.

10.6 Nature and benefit of conditions(1) All of the Conditions (set out in Section 10.5) are conditions subsequent. The non-fulfilment of any condition

subsequent does not, until the end of the Offer Period, or in the case of the condition in Section 10.5(6) (No Prescribed Occurrences), until the end of the third Business Day after the end of the Offer Period, prevent a contract to sell Your RCI Shares from arising, but entitles Linyi by written notice to you, to rescind the contract that results from your acceptance of the Offer.

(2) Subject to the Corporations Act, Linyi alone is entitled to the benefit of the Conditions in Section 10.5, or to rely on any breach or non-fulfilment of any of them.

(3) Each Condition (set out in Section 10.5) is a separate, several and distinct condition. No Condition (set out in Section 10.5) will be taken to limit the meaning or effect of any other Condition (set out in Section 10.5).

10.7 Freeing Offer of conditionsLinyi may free the Offer and any contract resulting from any of the Conditions (set out in Section 10.5) generally or in relation to any specific occurrence by giving notice in writing to RCI and ASX declaring the Offer to be free from the relevant Condition or Conditions specified, in accordance with section 650F of the Corporations Act. This notice may be given:

(1) in the case of the condition in Section 10.5(6) (No Prescribed Occurrences) – not later than 3 business days after the end of the Offer Period; and

(2) in the case of the other Conditions in Section 10.5 – not less than 7 days before the end of the Offer Period.

If, at the end of the Offer Period (or in the case of the condition in Section 10.5(6) (No Prescribed Occurrences), at the end of the third business day after the end of the Offer Period), the Conditions in Section 10.5 have not been fulfilled and Linyi has not declared the Offer (or it has not become) free from those Conditions, all contracts resulting from the acceptance of the Offer will be automatically void.

10.8 Notice of status of ConditionsThe date for giving the notice on the status of the Conditions (set out in Section 10.5) required by section 630(1) of the Corporations Act is 6 August 2012 (subject to extension in accordance with section 630(2) of the Corporations Act if the Offer is extended).

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10.9 The Offerees(1) The Offer is being made to each person registered as the holder of RCI Shares in the register of RCI

Shareholders at 5.00am (Sydney time) on the Register Date. This Offer also extends to:

(a) all RCI Shares that are issued during the period from the Register Date to the end of the Offer Period due to the exercise of the RCI Options (if permitted under the Pre-Bid Option Deed) or RCI Convertible Notes that are on issue as at the Register Date; and

(b) any person who becomes registered, or entitled to be registered, as the holder of Your RCI Shares during the Offer Period.

(2) If, at the time the Offer is made to you, or at any time during the Offer Period, another person is, or is entitled to be, registered as the holder of Your RCI Shares, a corresponding offer on the same terms and conditions as this Offer will be deemed to have been made to:

(a) that other person in respect of those RCI Shares; and

(b) you in respect of any other RCI Shares you hold to which the Offer relates,

and this Offer will be deemed to have been withdrawn immediately at that time.

(3) If Your RCI Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee, you should contact that nominee for assistance in accepting the Offer.

10.10 Trustees and nominees(1) If at any time during the Offer Period you are registered or entitled to be registered as the holder of one or

more parcels of RCI Shares as trustee or nominee for, or otherwise on account of, another person, section 653B of the Corporations Act will apply so that Linyi is taken to have made a separate and distinct offer to you for each distinct parcel of RCI Shares including any distinct parcel held in your own right. Acceptance by you of the Offer for any distinct parcel of RCI Shares is ineffective unless:

(a) you give Linyi notice in accordance with Section 10.10(2) stating that Your RCI Shares consist of distinct parcels; and

(b) your acceptance specifies the number of RCI Shares in each distinct parcel to which the acceptance relates.

(2) The notice required under Section 10.10(1):

(a) if it relates to RCI Shares not in a CHESS Holding, must be in writing; or

(b) if it relates to RCI Shares in a CHESS Holding, must be in an electronic form approved under the ASX Settlement Operating Rules for the purposes of Part 6.8 of the Corporations Act.

10.11 Withdrawal of OfferThis Offer may be withdrawn with the consent in writing of ASIC, which consent may be subject to conditions.

10.12 Variation of OfferLinyi reserves the right to vary the Offer in accordance with the Corporations Act.

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10.13 No stamp duty or brokerage(1) There will be no stamp duty payable by you on the transfer of Your RCI Shares to Linyi.

(2) As long as Your RCI Shares are registered in an Issuer Sponsored Holding in your name and you deliver them directly to Linyi, you will not incur brokerage in connection with your acceptance of the Offer.

(3) If Your RCI Shares are registered in a CHESS Holding, or if you are a beneficial owner whose RCI Shares are registered in the name of a broker, bank, custodian or other nominee, you should ask your Controlling Participant (usually your broker) or that nominee whether it will charge any transactional fees or services charges in connection with acceptance of the Offer.

10.14 Power of attorneyIf the Acceptance Form is signed under power of attorney, the attorney declares that the attorney has no notice of revocation of the power and is empowered to delegate powers under the powers of attorney and authorities under Section 10.3(5)(c)(iv).

10.15 Governing LawThis Offer and any contract that results from your acceptance of the Offer are governed by the laws in force in Victoria, Australia.

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11. Definitions and interpretation

11.1 DefinitionsIn this Bidder’s Statement:

$ or A$ means Australian dollars, the lawful currency of the Commonwealth of Australia;

Acceptance Form means the acceptance form that accompanies this Bidder’s Statement which forms part of the Offer;

Announcement Date means 21 May 2012;

ASIC means the Australian Securities & Investments Commission;

Associates has the meaning given in section 12 of the Corporations Act;

ASX means ASX Limited ACN 008 624 691 or the Australian Securities Exchange operated by it, as the context requires;

ASX Settlement means ASX Settlement Pty Ltd ACN 008 504 532;

ASX Settlement Operating Rules means the operating rules of the settlement facility provided by ASX Settlement as amended or varied from time to time;

Bidder’s Statement means this document issued by Linyi under Part 6.5 Division 2 of the Corporations Act relating to the Offer, and each annexure to it;

Bid Implementation Agreement means the Bid Implementation Agreement dated 19 May 2012 between Linyi and RCI;

Broker means a member organisation admitted to participate in the CHESS under rule 2.1.1 of the ASX Settlement Operating Rules;

Business Day means a day on which banks are open for business in Sydney, excluding a Saturday, Sunday or public holiday;

CHESS means the clearing house electronic sub-register system;

CHESS Holding means a holding of RCI Shares which is registered on RCI’s share register, being a register administered by ASX Settlement and which records uncertified holdings of RCI Shares;

Closing Date means 13 August 2012, unless the Offer is extended or withdrawn;

Computershare means Computershare Investor Services Pty Ltd ABN 48 078 279 277;

Conditions means the defeating conditions to the Offer set out in Section 10.5;

Controlling Participant in relation to a CHESS Holding has the same meaning as in the ASX Settlement Operating Rules;

Corporations Act means the Corporations Act 2001 (Cth);

Disclosed means fairly disclosed in sufficient detail so as to enable a buyer with experience in the coal exploration and mining industry or any of its Representatives to reasonably be able to identify the nature, scope and significance of the relevant matter, event or circumstance;

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Disclosure Material means those documents provided by RCI to Linyi in respect of the Offer, an index of which has been agreed and initialled by RCI and Linyi;

Encumbrance means in relation to any asset:

(1) a mortgage, charge, lien, pledge, hypothecation or other encumbrance over the asset;

(2) a profit a prendre, easement or restrictive covenant affecting the asset;

(3) a caveat, garnishee order, writ of execution, right of set off, assignment by way of security, deposit of money by way of security or monetary claim affecting the asset;

(4) a preferential interest, trust, title retention arrangement (other than in the ordinary course of business), or other estate, interest, claim or arrangement affecting the asset;

(5) a right, including a contractual right, an option, a right of first refusal, a right of pre emption or other right, to acquire the property or to restrain any person from acquiring the asset;

(6) a right, including a lease, licence or other right, to occupy or use the asset; or

(7) an agreement to grant, create or register any of them or to allow any of them to exist,

and whether the encumbrance is registered or unregistered, statutory, legal or equitable;

EPC890 means exploration permit for coal 890 granted under the Mineral Resources Act 1989 (Qld);

EPC930 means exploration permit for coal 930 granted under the Mineral Resources Act 1989 (Qld);

FIRB means the Foreign Investments Review Board;

FIRB Condition means the condition in Section 10.5(1);

HKD means Hong Kong Dollar;

Holder Identification Number or HIN has the same meaning as in the ASX Settlement Operating Rules;

Jindal means Jindal Steel & Power (Australia) Pty Ltd ACN 144 630 179;

Jindal Nominee Director means Mr Rajesh Bhatia or any other person nominated at the request of Jindal to replace Mr Bhatia as an RCI Director or to otherwise represent the interests of Jindal on the RCI Board;

JORC means the Australasian Joint Ore Reserves Committee;

Issuer Sponsored Holding means a holding of RCI Shares on RCI’s issuer sponsored subregister;

Key Tenements means MDL324, EPC890 and EPC930;

Linyi means Linyi Mining Group Co., Ltd., a wholly owned subsidiary of Shandong Energy with registration number 370000018076748;

Linyi Group means Linyi and its Related Bodies Corporate;

Linyi Offer Information Line means the offer information line for RCI Shareholders to call for further details of the Offer;


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Listing Rules means the listing rules of ASX;

Material Adverse Change means one or more events, matters, changes or circumstances which (individually or when aggregated) have or could reasonably be expected to have, a material adverse effect on the business, financial or trading position, assets or liabilities, profitability or prospects of RCI or any of its Subsidiaries (taken as a whole), including any one or more events, matters, changes or circumstances which have had, or could reasonably be expected to have, the effect of:

(1) diminishing the net assets of RCI by 10% or more, compared to the value of the net assets of RCI set out in its consolidated balance sheet as at 31 December 2011; or

(2) incurring any obligations, liabilities, costs or expenses (contingent or otherwise), other than capital or exploration expenditure, where the quantum (whether individually or when aggregated) exceeds $1,500,000 in any 6 month period;

other than:

(3) anything required or permitted to be done or not done under the Bid Implementation Agreement;

(4) any event, matter, change or circumstance Disclosed in the Disclosure Material or in public filings by a member of RCI Group to ASX or ASIC three Business Days prior to the date of the Bid Implementation Agreement; and

(5) any event, matter, change or circumstance in or relating to:

(a) economic, business, regulatory or political conditions in general;

(b) credit, financial or currency markets in general or the state of the securities markets in general (including any reduction in market indices); or

(c) any change affecting the mining industry generally (including fluctuations in commodity prices);

MDL324 means mineral development licence 324 granted under the Mineral Resources Act 1989 (Qld);

Minimum Acceptance Condition means a Condition set out in Section 10.5(4) of this Bidder’s Statement;

Mt means Million tonnes;

Mtpa means Million tonnes per annum;

Non-Broker Participant means an entity admitted to participate in the CHESS under rule 2.3.1, 2.3.2 or 2.4.1 of the ASX Settlement Operating Rules;

Offer means the offer for RCI Shares under the terms and conditions contained in Section 10 of this Bidder’s Statement;

Offer Period means the period during which the Offer will remain open for acceptance in accordance with Section 10.2;

Offer Price means $0.52 cash per RCI Share;

Participant means an entity admitted to participate in the Clearing House Electronic Sub-register system under rules 4.3.1 and 4.4.1 of the ASX Settlement Operating Rules;

PRC means the People’s Republic of China;


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PRC Regulatory Approval Condition means the Condition set out in Section 10.5(2) of this Bidder’s Statement;

PRC Regulatory Authorities means:

(1) State-owned Assets Supervision and Administration Commission of Shandong Provincial Government;

(2) Shandong Development and Reform Commission;

(3) Department of Commerce of Shandong Province; and

(4) State Administration of Foreign Exchange Shandong Branch;

Pre-Bid Option Deed means the pre-bid purchase and assignment deed (options) dated 19 May 2012 between Linyi, Mr Wu and RCI for the sale and assignment of all of the RCI Options held by Mr Wu, being all of the RCI Options on issue, for consideration of $0.02 per RCI Option;

Pre-Bid Share Agreement means the pre-bid purchase agreement (shares) dated 19 May 2012 between Linyi and Mr Wu for the sale of 73,640,783 RCI Shares at a purchase price of $0.52, representing 19.99% of the RCI Shares on issue on that date;

Prescribed Occurrences has the meaning given in Section 10.5(6) of this Bidder’s Statement;

RCI means Rocklands Richfield Limited ABN 82 057 121 749;

RCI Board means the board of directors of RCI;

RCI Convertible Notes means the unsecured zero coupon notes that RCI has on issue as at the Announcement Date, with each note being for an aggregate principal amount of HKD5,000,000, convertible into 4,000,000 RCI Shares and otherwise issued in accordance with the terms of the Convertible Unsecured Note Agreement approved by RCI Shareholders on 26 September 2011;

RCI Director means a director of RCI;

RCI Group means RCI and its Related Bodies Corporate;

RCI Options means unlisted options exercisable at $0.50 per RCI Share on or before 18 September 2012;

RCI Shares means fully paid ordinary shares in RCI;

RCI Shareholder means a holder of an RCI Share;

Register Date means the date for determining RCI Shareholders under section 633(2) of the Corporations Act, being 5.00am on 7 June 2012;

Regulatory Authority includes:

(1) ASIC and ASX;

(2) a government or governmental, semi-governmental, administrative, fiscal or judicial body;

(3) a minister, department, office, commission, delegate, instrumentality, agency, board, authority or organisation of any government; and

(4) any regulatory organisation established under statute;

Related Body Corporate has the meaning given to it in the Corporations Act;

Relevant Interest has the meaning given in sections 608 and 609 of the Corporations Act;

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Relevant Persons means each of the Representatives of RCI, and to the extent RCI is reasonably able to influence them, each of RCI’s Associates;

Representative means in relation to a party:

(1) each of the party’s Subsidiaries; and

(2) each of the directors, officers, employees and advisors of that party or of any of its Subsidiaries,

provided that, for the purposes of the exclusivity provisions described in Section 9.1(3), it excludes in the case of RCI, the Jindal Nominee Director;

Rights means all accreditations, rights or benefits of whatever kind attaching or arising from RCI Shares directly or indirectly on or after the Announcement Date (including, but not limited to, all dividends and all rights to receive them or rights to receive or subscribe for shares, notes, bonds, options or other securities declared, paid or issued by RCI or any of its subsidiaries);

RMB and ¥ means Chinese Renminbi;

SASAC means State-owned Assets Supervision and Administration Commission of the Shandong Provincial Government;

Security Holder Reference Number or SRN has the same meaning as in the ASX Settlement Operating Rules;

Section means a section of this Bidder’s Statement;

Shandong Energy means Shandong Energy Group Co., Ltd., registration number 370000000002471;

Subsidiary has the meaning given in section 9 of the Corporations Act;

Takeover Bid means the off-market takeover bid pursuant to Chapter 6 of the Corporations Act pursuant to which Linyi makes the Offer;

Takeover Transferee Holding has the same meaning as in the ASX Settlement Operating Rules;

Target’s Statement means the target’s statement to be issued by RCI in response to this Bidder’s Statement in accordance with Part 6.5 Division 3 of the Corporations Act;

Third Party Rights means all Encumbrances or adverse interests of any nature and restrictions on transfer of any nature (legal or otherwise);

Voting Power has the meaning given in section 610 of the Corporations Act;

VWAP means volume weighted average price of RCI Shares traded on ASX; and

Your RCI Shares means, subject to Section 10.9(2) and Section 10.10, the RCI Shares:

(1) in respect of which you are registered, or entitled to be registered, as holder in the register of shareholders of RCI on the Register Date;

(2) in respect of which you are registered, or entitled to be registered, as holder during the period from the Register Date to the end of the Offer Period due to the exercise of the RCI Options or RCI Convertible Notes that are on issue as at the Register Date; or

(3) to which you are able to give good title at the time you accept this Offer during the Offer Period.

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11.2 Interpretation

(1) Reference to:

(a) words and phrases given a particular meaning in Chapter 6 of the Corporations Act have the same meaning in this Bidder’s Statement, unless the context otherwise requires;

(b) one gender includes the others;

(c) the singular includes the plural and the plural includes the singular;

(d) a person includes a body corporate;

(e) a party includes the party’s executors, administrators, successors and permitted assigns;

(f) a statute, regulation or provision of a statute or regulation (Statutory Provision) includes:

(i) that Statutory Provision as amended or re-enacted;

(ii) a statute, regulation or provision enacted in replacement of that Statutory Provision; and

(iii) another regulation or other statutory instrument made or issued under that Statutory Provision; and

(g) money is to Australian dollars, unless otherwise stated.

(2) Including and similar expressions are not words of limitation.

(3) Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.

(4) Headings and any table of contents or index are for convenience only and do not affect the interpretation of this Bidder’s Statement.


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12. Approval of Bidder’s Statement

This Bidder’s Statement has been approved by a unanimous resolution passed by all the directors of Linyi Mining Group Co., Ltd.

Dated: 7 June 2012

Chenglu Liu

ChairmanLinyi Mining Group Co., Ltd.

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opportunity for RCI shareholders to realise the value of their investment at a substantial premium at a time when:

RCI faces important funding and other requirements to develop its coal exploration assets to their full potential, noting the significant time, risks and uncertainties involved in bringing RCI's assets through development into production; and

the global economic outlook and the outlook for the coal industry, in particular, is uncertain.

RCI's Executive Chairman and majority shareholder, Mr Wu Pun Yan (“Mr Wu”), said:

“Linyi's Offer provides RCI shareholders with a very attractive premium, which recognises the value inherent in our coal exploration assets and the substantial achievements of RCI in developing those assets to this point. The all cash nature of the Linyi Offer enables all shareholders to realise substantial value for their investment in RCI. The majority of the RCI Board believes that the relative certainty of Linyi's all cash offer compares favourably to the future value that RCI may be able to achieve for shareholders by continuing as an independent ASX listed company. The Linyi Offer removes the risks for shareholders associated with RCI seeking to execute its current business strategy as a continuing ASX listed company. I intend to accept the Offer in respect of all of my shares in RCI, in the absence of a superior proposal.’”

Details and Conditions of the Offer

The Offer is subject to some common conditions, including:

Linyi having a relevant interest in at least 51.0% of RCI;

Foreign Investment Review Board and People’s Republic of China regulatory approvals;

No material adverse change or prescribed occurrence events occurring during the Offer period; and

RCI conducting its business within certain specified parameters.

Linyi may waive any or all of the conditions of the Offer (other than those pertaining to required regulatory approvals). A full list of the defeating conditions to the Offer is set out in Appendix A.

The Offer also extends to any new RCI shares issued during the Offer period, including on the conversion of five convertible unsecured notes that RCI has on issue which may convert into a further 20 million RCI shares in total.

Consistent with the negotiated, recommended nature of Linyi's Offer, the BIA contains certain break fee, exclusivity and other customary deal protections in favour of Linyi. RCI is also entitled to claim a break fee from Linyi in certain circumstances. The break fee payable by either party to the other is $2 million. A summary of the key terms of the BIA is set out in Appendix B.

Pre-bid Agreements

Linyi has also entered into pre-bid agreements with RCI’s Executive Chairman and majority shareholder, Mr Wu under which Mr Wu has agreed, subject to the Offer becoming unconditional and certain regulatory approvals, to:

Sell 19.9% of the RCI shares on issue which he owns to Linyi at the Offer price ($0.52 per RCI share); and

Assign his interests in all his options (206,933,334 options over an equivalent number of RCI shares) to Linyi at a price of $0.02 per option.

Jindal

Jindal currently holds an interest in approximately 27.94% of RCI's issued shares. As at the date of this announcement, the RCI Directors who are not affiliated with Jindal are not aware of the views of Jindal or its representative on the RCI board, Mr Rajesh Bhatia, in response to the Offer.

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Mr Bhatia, as a director of RCI, is required to provide a statement for inclusion in RCI's target's statement in response to the Linyi Offer as to whether he recommends that shareholders accept or reject that offer and the reasons for his recommendation. Alternatively, if Mr Bhatia elects not to make any such recommendation, he must provide a statement for inclusion in RCI's target's statement of the reasons why he is not making a recommendation.

Next Steps

Linyi expect to dispatch its Bidder’s Statement in relation to the Offer in early June 2012. Assuming the Bidder's Statement is dispatched by this time, RCI aims to dispatch its Target's Statement in late June 2012.

Advisers

Linyi is being advised by RBC Capital Markets as financial adviser, and Norton Rose and Gowlings as legal advisers. RCI is being advised by Minter Ellison as its legal adviser.

About Shandong Energy and Linyi

Shandong Energy is a holding company which through its subsidiaries engages in coal mining. The company also produces wind energy, nuclear energy, solar energy, and biomass energy. Shandong Energy was established in 2011 through the State-Owned Assets Supervision and Administration Commission of Shandong Provincial Government’s (SASAC) consolidation of six mining companies in the Shandong province, which included Linyi. Shandong Energy currently ranks fifth in China in coal production. Currently Shandong Energy has 62 producing and development coal properties.

Linyi operates as a coal mining company and is a wholly owned subsidiary of Shandong Energy. Both are based in China.

About RCI

Rocklands Richfield Limited engages in the exploration and development of coalfields in Australia. It primarily explores for coking coal in the Bowen Basin region of Queensland. The company holds a 100% interest in the Hillalong mineral development license comprising approximately 3,189 hectares located in the northeastern section of the Bowen Basin (MDL 324); a 60% interest in the Rocklands project comprising a 150 square kilometre exploration permit located in the central part of the Bowen Basin (EPC 890); and a 60% interest in the Richfield coal project located in the Bowen Basin region (EPC 930). RCI is based in South Perth, Australia.

Contacts:

Jenny Chau Rocklands Richfield Limited tel: +852 3107 9219 email: [email protected]

Liu Zhongjun Linyi Mining Group Co., Ltd. tel: +86 0539 7108072

email: [email protected]

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APPENDIX A OFFER CONDITIONS The Offer will be subject to the following defeating conditions:

1. FIRB

Before the end of the Offer Period Linyi receives notice from the Treasurer of the Commonwealth of Australia (or his delegate) to the effect that there is no objection under the Commonwealth Government’s foreign investment policy or under the Foreign Acquisition and Takeovers Act 1975 (Cth) to the acquisition by Linyi of the RCI Shares under the Offer and that notice is not subject to any condition.

2. PRC Regulatory Approvals

Before the end of the Offer Period, the PRC Regulatory Authorities authorise the acquisition of and payment for the RCI Shares by Linyi under the Offer.

3. No regulatory action

Between the Announcement Date and the end of the Offer Period:

i. there is not in effect any preliminary or final decision, order or decree issued by a Regulatory Authority; and

ii. no application is made to any Regulatory Authority (other than by Linyi or a Subsidiary of Linyi), or action or investigation is announced, commenced or threatened by any Regulatory Authority,

in consequence of, or in connection with, the Takeover Bid (other than a determination by ASIC or the Takeovers Panel in the exercise of powers and discretions conferred by the Corporations Act), which:

iii. restrains, prohibits or impedes (or if granted or made could restrain, prohibit or impede), or otherwise materially adversely impacts upon:

1. the making of the Takeover Bid or any transactions contemplated by the Takeover Bid; or

2. the rights of Linyi in respect of RCI or RCI Shares to be acquired under the Takeover Bid; or

iv. requires the divestiture by Linyi of any RCI Shares, or the divestiture of any assets of RCI or any Subsidiary of RCI.

4. Minimum Acceptance Condition

At the end of the Offer Period, Linyi has a Relevant Interest in at least 51% of RCI Shares.

5. No Material Adverse Change of RCI

Between the Announcement Date and the end of the Offer Period:

i. there not having occurred, been announced, become probable or imminent or become known to Linyi or RCI (whether or not becoming public) any Material Adverse Change; and

ii. it not becoming known to Linyi or RCI that information announced by RCI to ASX prior to the Announcement Date is, or is likely to be, incomplete, incorrect, untrue or misleading in a material respect when assessed in the context of the Takeover Bid and the Offer.

6. No Prescribed Occurrences

During the period from the date the Bidder’s Statement is given to RCI and ending at the end of the Offer Period, none of the occurrences listed in section 652C(1) or (2) of the Corporations Act happen (other than the issue of RCI Shares pursuant to the exercise of

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Options or the conversion of Convertible Unsecured Notes issued before the Announcement Date), that is:

i. RCI converts all or any of its shares into larger or smaller number of shares;

ii. RCI or a Subsidiary of RCI resolves to reduce its share capital in any way;

iii. RCI or a Subsidiary of RCI:

1. enters into a buy-back agreement; or

2. resolves to approve the terms of a buy-back agreement under section 257C(1) or 257D(1) of the Corporations Act;

iv. RCI or a Subsidiary of RCI issues shares or grants an option over its shares, or agrees to make such an issue or grant such an option;

v. RCI or a Subsidiary of RCI issues, or agrees to issue, convertible notes;

vi. RCI or a Subsidiary of RCI disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;

vii. RCI or a Subsidiary of RCI charges, or agrees to charge, the whole, or a substantial part, of its business or property;

viii. RCI or a Subsidiary of RCI resolves to be wound up;

ix. the appointment of a liquidator or provisional liquidator of RCI or a Subsidiary of RCI;

x. a court makes an order for the winding up of RCI or a Subsidiary of RCI;

xi. an administrator of RCI, or a Subsidiary of RCI, is appointed under section 436A, 436B or 436C of the Corporations Act;

xii. RCI or a Subsidiary of RCI executes a deed of company arrangement; or

xiii. a receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of the property of RCI or a Subsidiary of RCI.

7. No Prescribed Occurrences between Announcement and service

During the period from the Announcement Date to the day before the Bidder’s Statement is given to RCI, none of the occurrences referred to in paragraph 6 (i) – (xiii) of this Appendix happen (other than the issue of RCI Shares pursuant to the exercise of Options or the conversion of Convertible Unsecured Notes issued before the Announcement Date).

8. Conduct of RCI business

Between the Announcement Date and the end of the Offer Period, neither RCI, nor any Subsidiary of RCI:

i. declares, or distributes any dividend, bonus or other share of its profits or assets;

ii. makes any changes to its constitution or passes any special resolution or amends the terms of issue of any shares, options or other convertible securities;

iii. gives or agrees to give any Third Party Rights over any of its assets otherwise than in the ordinary course of business and which is consistent with the plans or budgets of RCI which have been announced to ASX before the Announcement Date;

iv. borrows or agrees to borrow any money;

v. releases, discharges or modifies any substantial obligation to it of any person, firm or body corporate or agrees to do so;

vi. conducts its business otherwise than in the ordinary course;

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vii. increases the number of Directors to more than 6 or has appoints any additional Director whether to fill a casual vacancy or otherwise (other than at the request of Linyi);

viii. except as required by law or in circumstances where the total compensation payable by the RCI or any of its Subsidiaries to a Director or employee does not increase by more than 10% of the total compensation paid to that Director or employee as at 19 May 2012, does any of the following:

1. enter or agree to enter into any contract of service or vary or agree to vary any existing contract of service with any Director or employee;

2. make or agree to make any substantial change in the basis or amount of remuneration of any Director, employee or consultant; or

3. except as provided under any superannuation, provident or retirement scheme or contract in effect on the Announcement Date, pay or agree to pay any retirement benefit or allowance to any Director or employee; or

ix. passes any resolution for liquidation, or has appointed or becomes susceptible to the appointment of an administrator, a receiver, a receiver and manager or a liquidator, or becomes subject to investigation under the ASIC Act 2001 (Cth) or any corresponding legislation.

9. No material acquisitions, disposals, etc.

None of the following events occur between the Announcement Date and the end of the Offer Period:

i. RCI, or any Subsidiary of RCI, acquires, offers to acquire, agrees to acquire or acquires an interest in property or other assets or makes an announcement in relation to such an acquisition where the value of the acquisition or proposed acquisition exceeds $50,000;

ii. RCI, or any Subsidiary of RCI, disposes (including by grant of Third Party Rights), offers to dispose, agrees to dispose or disposes of interests in (i) the Key Tenements or (ii) EPC930 or (iii) any property or other assets with a value (individually or in aggregate) of more than $50,000 or makes an announcement in relation to such a disposal;

iii. RCI, or any Subsidiary of RCI, enters into, offers to enter into or announces that it proposes to enter into any joint venture, asset or profit sharing, partnership, stock exchange listing or dual listed company structure or makes an announcement in relation to such a commitment;

iv. RCI, or any Subsidiary of RCI, incurs or commits to, or grants to another person a right the exercise of which would involve RCI or any Subsidiary of RCI incurring or committing to any capital expenditure or other liability, other than in accordance with a work program and budget which has been Disclosed to Linyi in the Due Diligence Material; or

v. RCI, or any Subsidiary of RCI enters into, offers to enter into or announces that it proposes to enter into any form of commitment (including by grant of Third Party Rights) with any party or parties which would result in the creation of any right or entitlement to acquire coal, minerals or ore from RCI or any Subsidiary of RCI.

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10. Material contracts

Between the Announcement Date and the end of the Offer Period, no person exercises or purports to exercise, or states an intention to exercise any right (whether subject to conditions or not) which has or is likely to result in:

i. any monies borrowed by RCI or a Subsidiary of RCI being or becoming repayable or being capable of being declared repayable immediately or earlier than the previous repayment date;

ii. termination or variation of any material agreement with RCI or a Subsidiary of RCI or any action being taken or claim arising under such an agreement;

iii. the interest of RCI or any Subsidiary of RCI in any firm, joint venture, trust, corporation or other entity or asset being terminated, modified or required to be transferred, disposed of or redeemed; or

iv. the business of RCI or any Subsidiary of RCI with any other person being materially adversely affected,

as a result (directly or indirectly) of Linyi acquiring or proposing to acquire RCI Shares.

11. Renewal of EPC930

EPC930 being renewed before the end of the Offer Period without material adverse conditions being imposed.

12. Status of Key Tenements

Between the Announcement Date and the end of the Offer Period there not being any material adverse change in the status or terms of the Key Tenements.

Refer to Appendix B for defined terms.

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APPENDIX B SUMMARY OF THE KEY TERMS OF THE BID IMPLEMENTATION AGREEMENT

1. Introduction

Linyi and RCI entered into the Bid Implementation Agreement (BIA) on 19 May 2012. The BIA sets out the terms and respective obligations of the parties in relation to Linyi's offer to acquire all of the issued ordinary shares in RCI by way of an off-market takeover bid.

A summary of the key terms of the BIA is set out below:

2. Exclusivity

(a) No Shop

During the Exclusivity Period, RCI and its representatives must not directly or indirectly solicit, invite or otherwise encourage or initiate any enquiries, negotiations or discussions or communicate an intention to do any of those things with a view to obtaining any expression of interest, offer or proposal from any person in relation to a Competing Proposal.

(b) No Talk

Subject to the exception set out in 2(e), during the Exclusivity Period RCI and its representatives must not:

i. negotiate, accept or enter into, continue or participate in negotiations or discussions with any third party regarding a Competing Proposal, even if:

1. the Competing Proposal was not directly or indirectly solicited, initiated or encouraged by RCI or any of its representatives; or

2. that third party has publicly announced its Competing Proposal

ii. make available to any person (other than to Linyi), or permit any third party to receive, any non-public information relating to RCI or its Subsidiaries in connection with a Competing Proposal, or the formulation, development, assessment or finalization of a Competing Proposal.

(c) Notification

During the Exclusivity Period, RCI must promptly notify Linyi if RCI or any of its representatives is approached by any person to discuss or engage in any activity that would breach its obligations in relation to the No Talk restrictions in paragraph 2(b) above.

Further, subject to the exception set out in 2(e) and as soon as reasonably practicable, RCI must provide in writing to Linyi the identity of that person, and the terms and conditions of any proposed Competing Proposal.

(d) Matching Right

RCI must not enter into an agreement in relation to the Competing Proposal, none of the Directors may change their recommendation or publicly comment until notification has been given to Linyi.

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Before the RCI board withdraws or changes its recommendation after determining that a Competing Proposal constitutes a Superior Proposal, RCI must:

i. provide Linyi with sufficient details in relation to the Superior Proposal to enable Linyi to respond to the Superior Proposal; and

ii. give Linyi at least 5 business days after the provision of details to respond to the Superior Proposal if Linyi chooses in its absolute discretion to do so.

iii. Within the 5 business days, Linyi has the opportunity to amend the terms and conditions of the Takeover Bid including but not limited to increasing the amount of consideration, and if Linyi chooses to amend the terms and conditions, RCI must review the counter proposal in good faith.

(e) Exceptions

The No Talk restrictions in 2(b), the Notification obligation in 2(c) and the Matching Right in 2(d) do not apply in respect of a Competing Proposal where:

i. the Competing Proposal is or may be reasonably expected to lead to a Superior Proposal; and

ii. the RCI board, acting in good faith and having taken advice from external lawyers, determines that to take or not take the relevant action would be likely to involve a breach of the fiduciary or statutory duties owed by any director.

3. Compensation Amount

A reimbursement amount of $2,000,000 will be payable by RCI if:

a) at any time before the Long Stop Date, any Director other than the Jindal Nominee Director, endorses or otherwise supports a Competing Proposal made by a third party;

b) a person other than a member of Linyi Group, acquires or agrees (conditionally or otherwise) to acquire control of RCI, to acquire the whole or a substantial part of the business or assets of RCI or the RCI Group or otherwise acquires or merges or agrees (conditionally or otherwise) to acquire or merge with RCI, where an agreement in relation to that acquisition is entered into before the Long Stop Date;

c) a Competing Proposal is announced before the Long Stop Date and, within six months after the Long Stop Date the person making the Competing Proposal (whether alone or together with one or more Associates), acquires a Relevant Interest in 50% or more of all RCI Shares;

d) any Director other than the Jindal Nominee Director, fails to make, or makes and then changes or withdraws a recommendation to RCI Shareholders to accept the Offer made under the Takeover Bid in respect of all RCI Shares or otherwise makes any public statement that suggests that the Takeover Bid is no longer recommended, other than because the BIA is terminated by RCI;

e) RCI breaches any of its obligations under the exclusivity provisions of the BIA;

f) Linyi terminates the BIA for breach by RCI; and

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g) RCI does or omits to do anything that results in any of the Conditions being breached or becoming incapable of being satisfied, and Linyi does not waive the Condition.

A reimbursement amount of $2,000,000 will be payable by Linyi if:

a) Linyi does not make offers to RCI Shareholders under the Takeover Bid within 2 months of the date of the BIA, unless before that time there is a breach of a Condition;

b) Linyi does not use all reasonable endeavours to satisfy the FIRB and PRC Regulatory Approvals Conditions;

c) Linyi does not pay the consideration due under the Offers in accordance with the terms and conditions of the Offer and the Bidder’s Statement; or

d) RCI terminates the BIA for breach by Linyi.

4. Termination

Material breach

The BIA may be terminated by either party if:

a) the other party is in material breach of the BIA; or

b) there is a material breach of a representation or warranty.

Termination by Linyi

The BIA may be terminated by Linyi if:

a) there is a material breach of the exclusivity provisions of the BIA or the fiduciary carve out is relied on;

b) any director other than a Jindal Nominee Director does not make, or changes its recommendation that RCI Shareholders accept the Offer made under the Takeover Bid; or

c) any of the Condition are breached or incapable of being satisfied.

Termination by RCI

The BIA may be terminated by RCI if, the RCI Board (or a majority of the Directors) changes or withdraws their recommendation that RCI Shareholders accept the Offer.

Other termination rights

Either Linyi or RCI may terminate the BIA if:

a) a Court or Authority issues a final and non appealable order or ruling or takes an action which permanently restrains or prohibits the Offer;

b) Linyi withdraws the Offer for any reason including non-satisfaction of a Condition; or

c) the Offer lapses without the Conditions being satisfied or waived; or

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d) the Offer has not become unconditional by the Long Stop Date.

5. Definitions

Capitalised terms used in Appendices A and B have the meanings given below:

Announcement Date means the date of this announcement, being 21 May 2012.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited or the Australian Securities Exchange, as the context requires.

BIA means the bid implementation agreement between Linyi and RCI dated 19 May 2012.

Competing Proposal means any expression of interest, proposal or offer by a party other than a member of Linyi Group in relation to a takeover bid, scheme of arrangement, plan of arrangement, amalgamation, joint venture, dual listed company structure, reverse takeover, purchase of assets or undertakings, share issue, capital reduction, buy back or other similar transaction under which:

a) a person (together with the person’s associates) other than a member of Linyi Group may acquire a Relevant Interest in more than 20% of one or more of the classes of securities of RCI or any securities in a Subsidiary of RCI;

b) a person other than a member of Linyi Group may acquire Voting Power of more than 20% in RCI;

c) a person other than a member of Linyi Group may acquire, directly or indirectly, any interest (including legal, equitable or economic) in all or a material part of the business or assets of RCI or a Subsidiary of RCI;

d) RCI or a Subsidiary of RCI may acquire any material business or assets; or

e) a person other than a member of Linyi Group may otherwise merge or amalgamate with or otherwise acquire control of RCI or a Subsidiary of RCI.

Consideration means the consideration to be provided by Linyi under the Offer, comprising $0.52 cash in respect of each RCI Share held by a RCI Shareholder.

Convertible Unsecured Notes means 5 unsecured zero coupon notes that RCI has on issue as at the date of the BIA, with each note being for an aggregate principal amount of HKD5,000,000, convertible into 4,000,000 RCI Shares and otherwise issued in accordance with the terms of the Convertible Unsecured Note Agreement approved by RCI Shareholders on 26 September 2011.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of RCI.

Disclosed means fairly disclosed in sufficient detail so as to enable a buyer with experience in the coal exploration and mining industry or any of its Representatives to reasonably be able to identify the nature, scope and significance of the relevant matter, event or circumstance.

Due Diligence Material means those documents provided by RCI to Linyi in respect of the Takeover Offer, and index of which has been agreed and initialled by the parties.

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Encumbrance means in relation to any asset:

a) a mortgage, charge, lien, pledge, hypothecation or other encumbrance over the asset;

b) a profit a prendre, easement or restrictive covenant affecting the asset;

c) a caveat, garnishee order, writ of execution, right of set-off, assignment by way of security, deposit of money by way of security or monetary claim affecting the asset;

d) a preferential interest, trust, title retention arrangement (other than in the ordinary course of business), or other estate, interest, claim or arrangement affecting the asset;

e) a right, including a contractual right, an option, a right of first refusal, a right of pre-emption or other right, to acquire the property or to restrain any person from acquiring the asset;

f) a right, including a lease, licence or other right, to occupy or use the asset; or

g) an agreement to grant, create or register any of them or to allow any of them to exist,

and whether the Encumbrance is registered or unregistered, statutory, legal or equitable.

Exclusivity Period means the period starting on the date of the BIAand ending on the first to occur of:

a) the termination of the BIA ; and

b) the Long Stop Date.

Key Tenements means MDL324 and EPC890.

Long Stop Date means the earlier of:

a) the date on which the Offer Period in respect of the Takeover Bid ends; and

b) the date which is 6 months after the date of the BIA, or such later date as Linyi and RCI agree in writing.

Material Adverse Change means one or more events, matters, changes or circumstances which (individually or when aggregated) have or could reasonably be expected to have, a material adverse effect on the business, financial or trading position, assets or liabilities, profitability or prospects of RCI or any of its Subsidiaries (taken as a whole), including any one or more events, matters, changes or circumstances which have had, or could reasonably be expected to have, the effect of:

a) diminishing the net assets of RCI by 10% or more, compared to the value of the net assets of RCI set out in its consolidated balance sheet as at 31 December 2011; or

b) incurring any obligations, liabilities, costs or expenses (contingent or otherwise), other than capital or exploration expenditure, where the

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quantum (whether individually or when aggregated) exceeds $1,500,000 in any 6 month period,

other than:

a) anything required or permitted to be done or not done under the BIA;

b) any event, matter, change or circumstance Disclosed in the Disclosure Material or in public filings by a member of RCI Group to ASX or ASIC three Business Days prior to the date of the BIA; and

c) any event, matter, change or circumstance in or relating to:

(i) economic, business, regulatory or political conditions in general;

(ii) credit, financial or currency markets in general or the state of the securities markets in general (including any reduction in market indices); or

(iii) any change affecting the mining industry generally (including fluctuations in commodity prices).

Offer means the offer by Linyi to acquire each RCI Share (including all rights attaching to them) under the Takeover Bid.

Offer Period means the period the Offer is open for acceptance.

PRC Regulatory Authorities means:

a) State-owned Assets Supervision and Administration Commission of Shandong Provincial Government;

b) Shandong Development and Reform Commission;

c) Department of Commerce of Shandong Province; and

d) State Administration of Foreign Exchange Shandong Branch.

Prescribed Occurrence means an event or occurrence described in sections 652C(1) and (2) of the Corporations Act, other than the issue of RCI Shares pursuant to the exercise of Options or the conversion of Convertible Unsecured Notes issued before the date of the BIA.

RCI Group means RCI and its related entities.

RCI Shareholder means a person who is registered in RCI's register of members as the holder of one or more RCI Shares from time to time.

RCI Share means a fully paid ordinary share issued in the capital of RCI.

Relevant Interest has the meaning given in the Corporations Act.

Subsidiary has the meaning given in section 9 of the Corporations Act.

Superior Proposal means a bona fide Competing Proposal that the RCI Board determines, acting in good faith and in order to satisfy what the RCI Board considers to be its fiduciary and statutory duties, after having taken advice from Australian lawyers

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who are independent of RCI and who regularly provide advice in this area, is capable of being valued and would, if completed substantially in accordance with its terms, be more favourable to RCI Shareholders (as a whole) than the Takeover Bid (as varied by Linyi, or any subsequent proposal made by Linyi), having regard to all terms, conditions and any other material aspects of the Competing Proposal and the Takeover Bid.

Takeover Bid means the off-market takeover bid to be made by Linyi for all RCI Shares under the Corporations Act, subject to the defeating conditions set out in Appendix A.

Third Party Rights means all Encumbrances or adverse interests of any nature and restrictions on transfer of any nature (legal or otherwise).

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APAC-#14426143-v1

Form 603 Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme Rocklands Richfield Limited

ACN/ARSN ACN 057 121 749

1. Details of substantial holder (1)

Name Shandong Energy Group Co., Ltd. (Shandong Energy) and Linyi Mining Group Co., Ltd. (Linyi); and their related bodiescorporate listed in Annexure A (Other Shandong Energy Group Companies)

ACN/ARSN (if applicable) N/A

The holder became a substantial holder on 19/05/2012

2. Details of voting powerThe total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4) Number of securities Person’s votes (5) Voting power (6)

Fully paid ordinary shares 73,640,783 shares 73,640,783 19.99% (based on 368,203,917 ordinary shares on issue)

3. Details of relevant interestsThe nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest Nature of relevant interest (7) Class and number of securities

Linyi

Taken under section 608(8) of the Corporations Act to have a relevant interest by reason of the agreement to purchase the shares, attached as Annexure B.

Shandong Energy Taken under section 608(3) of the Corporations Act to have a relevant interest by reason of controlling Linyi.

73,640,783 fully paid ordinary shares

4. Details of present registered holdersThe persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest

Registered holder of securities

Person entitled to be registered as holder (8)

Class and number of securities

Linyi Shandong Energy

Wu Pun Yan Wu Pun Yan 73,640,783 fully paid ordinary shares

5. ConsiderationThe consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest Date of acquisition Consideration (9) Class and number

of securities Cash Non-cash

Linyi

Shandong Energy 19 May 2012 $0.52 per share 73,640,783 fully paid

ordinary shares

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6. AssociatesThe reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable) Nature of association

Other Shandong Energy Group Companies related bodies corporate of Shandong Energy and Linyi

7. AddressesThe addresses of persons named in this form are as follows:

Name Address

Linyi No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Shandong Energy No. 10777 Jingshi Road, Jinan City, Shandong Province, China 250014

Other Shandong Energy Group Companies See Annexure A

Signatureprint name James Stewart capacity Authorised signatory

sign here

date 22 May 2012

DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

(2) See the definition of "associate" in section 9 of the Corporations Act 2001.

(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

(4) The voting shares of a company constitute one class unless divided into separate classes.

(5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

(6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

(7) Include details of:

(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown.’”

(9) Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

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Annexure A

APAC-#14426143-v1

Annexure A – Related bodies CorporateRocklands Richfield Limited ACN 057 121 749

This is Annexure A of 2 pages referred to in form 603 Notice of initial substantial holder


sign here

date 22 May 2012

Entity Address

Linyi Mining Group Co., Ltd. No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Shandong Energy Group Co., Ltd. No. 10777 Jingshi Road, Jinan City, Shandong Province, China 250014

Xinwen Mining Group Co., Ltd. Xintai City, Shandong Province, China 271233

Guotai Leasing Co. Xintai City, Shandong Province, China 271233

Shandong Taiwan Mining Co. Xintai City, Shandong Province, China 271233

Xunwei Huhao Heigou Coal Industry Co. Xintai City, Shandong Province, China 271233

Shandong Taijie Clean Coal Co. Xintai City, Shandong Province, China 271233

Shandong Mining Technology Management and Service Co. Xintai City, Shandong Province, China 271233

Ningxia Taishan Yangguang Energy Development Co. Xintai City, Shandong Province, China 271233

Tai’an Luyuan Salt Rock Co. Xintai City, Shandong Province, China 271233

Xinwen Mining Group (Yili) Energy Development Co. Xintai City, Shandong Province, China 271233

Shandong Huaxin Real Estate Development Co. Xintai City, Shandong Province, China 271233

Shandong Xinjulong Energy Co. Xintai City, Shandong Province, China 271233

Xinwen Mining Group Materials Supply Co. Xintai City, Shandong Province, China 271233

Shandong Xinyang Energy Co. Xintai City, Shandong Province, China 271233

Shandong Xinkuang Zhaogong Energy Co. Xintai City, Shandong Province, China 271233

Xinkuang Inner Mongolia Energy Co. Xintai City, Shandong Province, China 271233

Shandong Energy Machinery Group Co. Xintai City, Shandong Province, China 271233

Xinkuang Guizhou Energy Co. Xintai City, Shandong Province, China 271233

Inner Mongolia Luxin Energy Development Co. Xintai City, Shandong Province, China 271233

Binxian Shuiliandong Coal Co. Xintai City, Shandong Province, China 271233

Shandong Tai’an Tianyu Tourism and Culture Business Co. Xintai City, Shandong Province, China 271233

Tai’an Baichuan Paper Industry Co. Xintai City, Shandong Province, China 271233

Xinkuang International Trade Co. Xintai City, Shandong Province, China 271233

Anhui Jinhuangzhuang Mining Co. Xintai City, Shandong Province, China 271233

Guizhou Taishan Yangguang Energy Development Co. Xintai City, Shandong Province, China 271233

Guizhou Shentian Mining Development Co. Xintai City, Shandong Province, China 271233

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Liaocheng Xinkuang Commerce and Trade Co. Xintai City, Shandong Province, China 271233

Shandong Changda Energy Co. Xintai City, Shandong Province, China 271233

Tai’an Huaxin Plaster Co. Xintai City, Shandong Province, China 271233

Xinwen Mining Group (Hong Kong) International Co. Xintai City, Shandong Province, China 271233

Shijiazhuang Tianhengtai Industry and Trade Co. Xintai City, Shandong Province, China 271233

Xinwen Mining Group Xinjian Cement Co. Xintai City, Shandong Province, China 271233

Zaozhuang Mining (Group) Co., Ltd. No.118 Taishan South Road, Xuecheng District, Zaozhuang City, Shandong Province, China 277100

Zaozhuang Mining Group Fuchun Gangue Power Co., Ltd No.118 Taishan South Road, Xuecheng District, Zaozhuang City, Shandong Province, China 277100

Shandong Tengzhou Shengyuan Thermal Power Co., Ltd No.118 Taishan South Road, Xuecheng District, Zaozhuang City, Shandong Province, China 277100

Zaozhuang Mining Group Jiangzhuang Gangue Power Co., Ltd No.118 Taishan South Road, Xuecheng District, Zaozhuang City, ShandongProvince, China 277100

Zaozhuang Mining Group (Weishan) Fulong Trade Co., Ltd No.118 Taishan South Road, Xuecheng District, Zaozhuang City, Shandong Province, China 277100

Zaozhuang Mining Group Non-Coal Business Co., Ltd No.118 Taishan South Road, Xuecheng District, Zaozhuang City, Shandong Province, China 277100

Zaozhuang Mining Group Xin’an Coal Industry Co., Ltd No.118 Taishan South Road, Xuecheng District, Zaozhuang City, Shandong Province, China 277100

Zaozhuang Mining Group Jinyuan Co., Ltd No.118 Taishan South Road, Xuecheng District, Zaozhuang City, Shandong Province, China 277100

Tengzhou Fuyuan Low Heat Value Fuel Power Co., Ltd No.118 Taishan South Road, Xuecheng District, Zaozhuang City, Shandong Province, China 277100

Zaozhuang Mining Group Coal Chemical Research Institution Co., Ltd

No.118 Taishan South Road, Xuecheng District, Zaozhuang City, Shandong Province, China 277100

Shandong Zhongxin Energy Co., Ltd No.118 Taishan South Road, Xuecheng District, Zaozhuang City, Shandong Province, China 277100

Guizhou Zaokuang Energy Co., Ltd No.118 Taishan South Road, Xuecheng District, Zaozhuang City, Shandong Province, China 277100

Canada Zhongxin Development Inc. No.118 Taishan South Road, Xuecheng District, Zaozhuang City, Shandong Province, China 277100

Rizhao Zhongxin Forest Industry Co., Ltd No.118 Taishan South Road, Xuecheng District, Zaozhuang City, Shandong Province, China 277100

Yunnan Zaokuang Energy Co., Ltd No.118 Taishan South Road, Xuecheng District, Zaozhuang City, Shandong Province, China 277100

Shandong Bayi Tire Manufacturing Co., Ltd No.118 Taishan South Road, Xuecheng District, Zaozhuang City, Shandong Province, China 277100

Longkou Liuhai Mining Co., Ltd No.118 Taishan South Road, Xuecheng District, Zaozhuang City, Shandong Province, China 277100

Jinfeng Hanbao Co., Ltd No.118 Taishan South Road, Xuecheng District, Zaozhuang City, Shandong Province, China 277100

Beijing Lucai Investment Management Co., Ltd No.118 Taishan South Road, Xuecheng District, Zaozhuang City, Shandong Province, China 277100

Shengyuan Hongda Chemical Co., Ltd No.118 Taishan South Road, Xuecheng District, Zaozhuang City, Shandong Province, China 277100

Xinjiang Yili Zaokuang Energy Chemical Co., Ltd No.118 Taishan South Road, Xuecheng District, Zaozhuang City, Shandong Province, China 277100

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Annexure A

Zibo Mining Group Co., Ltd. No. 215 Banyang East Road, Hongshan Town, Zichuan District, Zibo City, Shandong Province, China 255120

Shandong Donghua Energy Co. No. 215 Banyang East Road, Hongshan Town, Zichuan District, Zibo City, Shandong Province, China 255120

Shandong Xinhe Mining Co. No. 215 Banyang East Road, Hongshan Town, Zichuan District, Zibo City, Shandong Province, China 255120

Shannxi Changwu Tingnan Coal Industry Co. No. 215 Banyang East Road, Hongshan Town, Zichuan District, Zibo City, Shandong Province, China 255120

Shannxi Zhengtong Coal Industry Co. No. 215 Banyang East Road, Hongshan Town, Zichuan District, Zibo City, Shandong Province, China 255120

Inner Mongolia Shuangxin Mining Co. No. 215 Banyang East Road, Hongshan Town, Zichuan District, Zibo City, Shandong Province, China 255120

Hangjin Banner Juneng Energy Co. No. 215 Banyang East Road, Hongshan Town, Zichuan District, Zibo City, Shandong Province, China 255120

Inner Mongolia Huangtaolegai Coal Co. No. 215 Banyang East Road, Hongshan Town, Zichuan District, Zibo City, Shandong Province, China 255120

Shandong Fangda Engineer Co. No. 215 Banyang East Road, Hongshan Town, Zichuan District, Zibo City, Shandong Province, China 255120

Zibo Haitian Hotel Co. No. 215 Banyang East Road, Hongshan Town, Zichuan District, Zibo City, Shandong Province, China 255120

Shandong Tian’an Safety Testing Service Co. No. 215 Banyang East Road, Hongshan Town, Zichuan District, Zibo City, Shandong Province, China 255120

Zibo Mining Group Design Institution Co. No. 215 Banyang East Road, Hongshan Town, Zichuan District, Zibo City, Shandong Province, China 255120

Zibo Zikuang Coal Transportation Co. No. 215 Banyang East Road, Hongshan Town, Zichuan District, Zibo City, Shandong Province, China 255120

Zibo Mining Group Material Supply Co. No. 215 Banyang East Road, Hongshan Town, Zichuan District, Zibo City, Shandong Province, China 255120

Jinan Wanhua Cement Co. No. 215 Banyang East Road, Hongshan Town, Zichuan District, Zibo City, Shandong Province, China 255120

Shandong Donghua Cement Co. No. 215 Banyang East Road, Hongshan Town, Zichuan District, Zibo City, Shandong Province, China 255120

Zibo Lingzi Thermal Power Co. No. 215 Banyang East Road, Hongshan Town, Zichuan District, Zibo City, Shandong Province, China 255120

Shandong Luzhong Coal Exchange Co. No. 215 Banyang East Road, Hongshan Town, Zichuan District, Zibo City, Shandong Province, China 255120

Ordos Uxin Banner Shilin Chemical Co. No. 215 Banyang East Road, Hongshan Town, Zichuan District, Zibo City, Shandong Province, China 255120

Feicheng Mining Group Co., Ltd. No. 10777 Jingshi Road, Jinan City, Shandong Province, China 250014

Shandong Dongyue Energy Co. Mining Street, Hi-tech Development Zone，Feicheng City, Shandong Province, China 271608

Feicheng Mining Group Shanxian Energy Co. Mining Street, Hi-tech Development Zone，Feicheng City, Shandong Province, China 271608

Feicheng Mining Group Zhangjiakou Energy Co. Mining Street, Hi-tech Development Zone，Feicheng City, Shandong Province, China 271608

Guizhou Feikuang Energy Co. Mining Street, Hi-tech Development Zone，Feicheng City, Shandong Province, China 271608

Feicheng Mining Group Yangying Energy Co. Mining Street, Hi-tech Development Zone，Feicheng City, Shandong Province, China 271608

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Annexure A

Heze Julong Energy Co. Mining Street, Hi-tech Development Zone，Feicheng City, Shandong Province, China 271608

Hulunbuir Dazheng Energy Development Co. Mining Street, Hi-tech Development Zone，Feicheng City, Shandong Province, China 271608

Shandong Shenneng Coal Power Investment Co. Mining Street, Hi-tech Development Zone，Feicheng City, Shandong Province, China 271608

Longkou Mining Group Co., Ltd. No. 10777 Jingshi Road, Jinan City, Shandong Province, China 250014

Longkou Coal Power Co. No. 249, Zhenxing Road，Longkou, Yantai City, Shandong Province, China 265700

Shandong Longfu Shale Development Co. No. 249, Zhenxing Road，Longkou, Yantai City, Shandong Province, China 265700

Longkou Haiyuan Tourism Agency Co. No. 249, Zhenxing Road，Longkou, Yantai City, Shandong Province, China 265700

Shandong Longxin Investment Management Co. No. 249, Zhenxing Road，Longkou, Yantai City, Shandong Province, China 265700

Longkou Mining Group Engineer and Construction Co. No. 249, Zhenxing Road，Longkou, Yantai City, Shandong Province, China 265700

Longkou Mining Group Thermal Power Co. No. 249, Zhenxing Road，Longkou, Yantai City, Shandong Province, China 265700

Haiyang Longfeng Thermal Power Co. No. 249, Zhenxing Road，Longkou, Yantai City, Shandong Province, China 265700

Shanxi Longkuang Energy Investment and Development Co. No. 249, Zhenxing Road，Longkou, Yantai City, Shandong Province, China 265700

Longkou Mining Group Real Propery Co. No. 249, Zhenxing Road，Longkou, Yantai City, Shandong Province, China 265700

Longkou Trade Co. No. 249, Zhenxing Road，Longkou, Yantai City, Shandong Province, China 265700

Longkou Longhai Testing Co. No. 249, Zhenxing Road，Longkou, Yantai City, Shandong Province, China 265700

Shandong Longhai Coal Transportation Co. No. 249, Zhenxing Road，Longkou, Yantai City, Shandong Province, China 265700

Longkou Longhua Design Co. No. 249, Zhenxing Road，Longkou, Yantai City, Shandong Province, China 265700

Shanxi Xinzhou Shenda Wangtian Coal Industry Co. No. 249, Zhenxing Road，Longkou, Yantai City, Shandong Province, China 265700

Shandong Energy International Trade Co.

Shandong Energy International Logistics Co.

Shandong Energy Inner Mongolia Shenglu Energy Chemical Co.

Shandong Energy Guizhou Mining Group Co.

Shandong Dongshan Mining Co. Ltd. No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Shandong Tian Village Coal mine No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Shandong Qiu Ji Coal Mine No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Ma Fang Coal Mine Co., Ltd. of Linyi Mining Group No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Jinan Machinery Factory of Shandong Coal Mine No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Shandong Coal Feeder Equipment Group Co., Ltd. No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Coal transportation and distribution company of Linyi Mining Group No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

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Annexure A

Shandong Lubei Coal Distribution Co., Ltd. No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Shandong Fibreglass Composite Material Co., Ltd. No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Linyi Xingyu Engineering Design Co., Ltd. No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Shandong Linkuang Real Estate Co., Ltd. No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Linyi Yijin Materials Co., Ltd. No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Inner Mongolia Lumeng Energy Development Co., Ltd. No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Linyi Huibaoling Iron Ore Co., Ltd. No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Inner Mongolia Shanghai Temple Mining Co., Ltd. No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Luozhuang Technology Middle School No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Shandong Laiwu Coal Mine Machinery Co., Ltd. No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Shandong Tai’an Mine Machinery Co., Ltd. No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Shandong Yanzhou Coal Mine Machinery Co., Ltd No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Yanzhou Dongshan Real Estate Development Company No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Etuokeqian Real Estate Ltd. No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Yanzhou Linkuang Management Ltd. No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Shandong Dongshan Gucheng Coal Mine Co. Ltd No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Shandong Dongshan XinyiCoal Mine Co. Ltd No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Shandong Dongshan Wanglou Coal Mine Co. Ltd No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Shandong Dongshan Juncheng Energy Development Co. Ltd No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Zibp Fireglass Material Co., Ltd No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Yishui Thermal Power Co., Ltd No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Yanzhou Yijin Materials Co., Ltd No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Tai’an Yijin Materials Co., Ltd No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Ordos Yijin Materials Co., Ltd No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

Rizhao Meilian International Trade Co., Ltd No.69 Shangye Street, Luozhuang District, Linyi, Shandong 276017

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Annexure A

Annexure B – Pre-bid share agreement Rocklands Richfield Limited ACN 057 121 749

This is Annexure B of 16 pages referred to in form 603 Notice of initial substantial holder


sign here

date 22 May 2012

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Annexure B

RCI Announcements since 30 June 2011

Date Announcement

23 May 2012 Becoming a substantial shareholder

21 May 2012 Cash Takeover Offer by Shandong Energy Group

21 May 2012 Trading Halt

30 April 2012 Appendix 3B

30 April 2012 Quarterly Cashflow Report

30 April 2012 Quarterly Activities Report

30 March 2012 Market update – SELM Proposal – Notification of Approach

28 March 2012 Trading Halt

15 March 2012 Half Yearly Report and Accounts

2 March 2012 S&P Indices Announces March 2012 Quarterly Rebalance of the S&P/ASX Indices

31 January 2012 Quarterly Cashflow Report

31 January 2012 Quarterly Activities Report

14 December 2012 Results of Meeting

14 December 2011 Chairman’s Address to Shareholders

24 November 2011 Response to ASX Price Query

11 November 2011 Notice of Annual General Meeting/Proxy Form

7 November 2011 Update on 2011 Annual General Meeting

7 November 2011 Update on sale of China Coke and Chemicals business

1 November 2011 Quarterly Activities Report

1 November 2011 Quarterly Cashflow Report

30 September 2011 Annual Report to shareholders

20 September 2011 Sale of China Coke and Chemicals business

1 September 2011 Final Director’s Interest Notice

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Date Announcement

31 August 2011 Resignation – Chief Executive Officer

29 July 2011 Quarterly Activities Report

29 July 2011 Quarterly Cashflow Report

6 July 2011 Change in substantial shareholding

5 July 2011 Change in substantial shareholding

Annexure B

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