Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8173) APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND RECONSTITUTION OF THE AUDIT COMMITTEE, THE REMUERATION COMMITTEE AND THE NOMINATION COMMITTEE The Board is pleased to announce that: (1) Mr. Fung Kwok Leung has been appointed as an independent non-executive Director and a member of both the Audit Committee, Remuneration Committee and the Nomination Committee with effect from 30 October 2014; and (2) the audit committee, the remuneration committee and the nomination committee of the Board will be reconstituted with effect from 30 October 2014. References are made to the announcements of Pan Asia Mining Limited (the “Company”) dated 5 September 2014 and 30 July 2014. APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR The Board is pleased to announce that with effect from 30 October 2014, Mr. Fung Kwok Leung (“Mr. Fung”) was appointed as an independent non-executive Director and a member of the Audit Committee, Remuneration Committee and the Nomination Committee of the Board. Mr. Fung, aged 48, is a practicing Certified Public Accountant, a fellow member of each of the Hong Kong Institute of Certified Public Accountants and Association of Chartered Certified Accountants and a Certified Tax Adviser of The Taxation Institute of Hong Kong. He holds an Honour Degree in Accountancy from the Hong Kong Polytechnic University. Mr. Fung worked for two of the “Big-Four” international accounting firms and several multinational entities and listed companies. He has over 20 years of extensive experience in accounting, auditing, taxation, merger and acquisitions, corporate finance, rescue and advisory. As at the date of this announcement, he also serves as a non-executive director of Uni-Bio Science Group Limited (Stock Code: 690) (“Uni-Bio”) and is the company secretary of China Innovationpay Group Limited (Stock code: 8083), whose shares are listed on the Growth Enterprise Market of the Stock Exchange. Mr. Fung is one of the founders of JH CPA Alliance Limited (“JH CPA”), which was founded on 23 January 2009. In October 2013, he was appointed as a Standing Committee Member of The Returned Overseas Chinese Association, Nanshan, Shenzhen, People’s Republic of China. In January 2014, he was further appointed as a Committee Member of The Chinese People’s Political Consultative Conference, Nanshan, Shenzhen Committee. As at the date of this announcement, save as disclosed above, Mr. Fung has not held any other major appointment or directorship in other listed company in the last three years, nor he has any interests in the shares of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), and any relationship with any directors, senior management or substantial shareholders (as defined in the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the “GEM Listing Rules”)) or controlling shareholders (as defined in the GEM Listing Rules) of the Company. In 2010, Mr. Fung was subject to a disciplinary action by the Hong Kong Institute of Certified Public Accountants under section 34(1A) of the Professional Accountants Ordinance (Chapter 50 of the Laws of Hong Kong) against his professional practices. Mr. Fung has entered into a service agreement with the Company for an initial term of one year which is renewable annually. He will hold office until the next annual general meeting of the Company and is thereafter subject to retirement by rotation and re-election in accordance with the articles of association of the Company. He will be entitled to a salary of HK$120,000 per annum which has been determined by reference to his expected duties and responsibilities and the prevailing market conditions. He will not be entitled to any bonus payment. Save as disclosed above, there is no other matter concerning the appointment of Mr. Fung that needs to be disclosed pursuant to Rule 17.50 of the GEM Listing Rules or needs to be brought to the attention of the shareholders of the Company. The Board welcomes the joining of Mr. Fung. RECONSTITUTION OF THE AUDIT COMMITTEE, THE REMUNERATION COMMITTEE AND THE NOMINATION COMMITTEE Following the change in the composition of the Board as set out above, the Board has resolved to, with effect from 30 October 2014: (1) reconstitute the audit committee of the Board where Mr. Fung Kwok Leung and Mr. Chu Hung Lin, Victor are members of the audit committee and Mr. Tong Wan Sze is the chairman of the audit committee; (2) reconstitute the remuneration committee of the Board where Mr. Fung Kwok Leung is the member of the remuneration committee and Mr. Chu Hung Lin, Victor is the chairman of the remuneration committee; and (3) reconstitute the nomination committee of the Board where Mr. Fung Kwok Leung and Mr. Chu Hung Lin, Victor are members of the nomination committee and Mr. Koh Tat Lee, Michael is the chairman of the nomination committee. GEM LISTING RULES Rule 5.05(1) of the GEM Listing Rules requires that every board of directors of a listed issuer must include at least three independent non-executive directors. Since 30 July 2014, there were only two independent non-executive Directors in the Company. With the appointment of Mr. Fung Kwok Leung as an independent non-executive Director on 30 October 2014, the Company now has three independent non-executive Directors and meets the minimum number required under Rule 5.05(1) of the GEM Listing Rules. Rule 5.28 of the GEM Listing Rules further requires that a listed issuer must establish an audit committee comprising non-executive directors only and it should have a minimum of 3 members. The Board also notes that Rule 5.34 of the GEM Listing Rules, the remuneration committee of a listed issuer shall be chaired by an independent non-executive director and comprised of a majority of independent non-executive directors. As Mr. Fung is also appointed as a member of both the Audit Committee and Remuneration Committee, the Company now complies with Rules 5.28 and 5.34 of the GEM Listing Rules. The Board further notes that since 5 September 2014, there is only one authorized representative and the position of compliance officer is vacant. The Board is currently identifying suitable candidate to fill the vacancy in order to comply with Rule 5.19 of the GEM Listing Rules. Further announcement will be made in accordance with the GEM Listing Rules in this regard. By order of the Board Pan Asia Mining Limited Chan Ming Cho, Joe Company Secretary Hong Kong, 30 October 2014 As at the date of this announcement, the Board comprises two executive directors, Mr. Michael Koh Tat Lee and Mr. Cheung Hung Man; one non-executive director, Mr. Liang Tong Wei; and three independent non-executive directors, Mr. Chu Hung Lin, Victor, Mr. Tong Wan Sze and Mr. Fung Kwok Leung. This announcement, for which the Directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading. This announcement will remain on the page of “Latest Company Announcement” on the GEM website for at least 7 days from the date of its posting.