CAA Resources : (1) GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, (2) RE-ELECTION OF RETIRING DIRECTORS AND (3) NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CAA Resources Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

CAA Resources Limited

優 庫 資 源 有 限 公 司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 02112)

1. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,
2. 1. RE-ELECTIONOF RETIRING DIRECTORS

AND

(3) NOTICE OF ANNUAL GENERAL MEETING

A notice of annual general meeting of CAA Resources Limited to be held at Unit 2413A, 24/F, Tower One, Lippo Centre, 89 Queensway, Admiralty, Hong Kong on Monday, 31 August 2020 at 11:30 a.m. is set out on pages AGM-1 to AGM-5 of this circular. Whether or not you are able to attend the meeting in person, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

* For identification only

31 July 2020

CONTENTS
	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandates to issue and repurchase shares . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Re-election of retiring directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Annual general meeting and proxy arrangement. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility of directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I - Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . .	I-1
Appendix II - Details of the Directors Proposed to be Re-elected
at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	AGM-1

- i -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"AGM"	the annual general meeting of the Company to be held at
	Unit 2413A, 24/F, Tower One, Lippo Centre, 89
	Queensway, Admiralty, Hong Kong on Monday, 31 August
	2020 at 11:30 a.m., to consider and, if appropriate, to
	approve the resolutions contained in the notice of the
	meeting which is set out in this circular, or any
	adjournment thereof
"Articles of Association"	the articles of association of the Company
"Best Sparkle"	Best Sparkle Development Ltd., a company incorporated in
	the BVI with limited liability on 25 August 2010, an
	indirect subsidiary of the Company
"associates"	has the meaning ascribed thereto in the Listing Rules
"Board"	the board of Directors of the Company
"Capture Advance"	Capture Advance Sdn. Bhd., a company incorporated in
	Malaysia as a private company limited by shares on 15
	November 2007 and which is wholly owned by Best
	Sparkle, and an indirect wholly-owned subsidiary of the
	Company
"Capture Advantage"	Capture Advantage Co., Ltd. a company incorporated in the
	BVI with limited liability on 23 August 2010, and which is
	a directly wholly-owned subsidiary of the Company
"Capture Bukit Besi"	Capture Bukit Besi Sdn Bhd., a company incorporated in
	Malaysia as a private company limited by shares on 30
	September 2013, an indirect subsidiary of the Company
"Company" or "our Company"	CAA Resources Limited, a limited liability company
	incorporated in the Cayman Islands on 25 April 2012 and
	the Shares of which are listed on the Main Board of the
	Stock Exchange

- 1 -

	DEFINITIONS
"Cosmo Field"	Cosmo Field Holdings Limited (宇田控股有限公司), a
	company incorporated in the BVI with limited liability on
	26 March 2012, and which is wholly owned by Mr. Li as at
	the Latest Practicable Date
"Director(s)"	director(s) of the Company
"Group"	the Company and the subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Issue Mandate"	a general unconditional mandate proposed to be granted to
	the Directors at the AGM to allot, issue and deal with
	additional Shares of up to 20% of the issued share capital
	of the Company as at the date of passing of the relevant
	resolution granting such mandate
"Latest Practicable Date"	24 July 2020 being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
"Listing"	the listing of the Shares on the Main Board of the Stock
	Exchange on 3 July 2013
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Memorandum of Association"	The memorandum of association of the Company
"Pacific Mining"	Pacific Mining Resources Sdn. Bhd., a company
	incorporated in Malaysia as a private company limited by
	shares on 31 August 2007, an indirect subsidiary of the
	Company
"PRC"	the People's Republic of China excluding, for the purpose
	of this circular only, Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan

- 2 -

	DEFINITIONS
"Register"	the register of members of the Company
"Repurchase Mandate"	a general unconditional mandate proposed to be granted to
	the Directors at the AGM to repurchase up to 10% of the
	issued share capital of the Company as at the date of
	passing of the relevant resolution granting such mandate
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong) as amended, supplemented or
	otherwise modified from time to time
"Share(s)"	ordinary share(s) in the share capital of the Company, with
	a nominal value of HK$0.01 each
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Substantial Shareholder(s)"	has the meaning ascribed thereto under the Listing Rules
"Takeovers Code"	The Code on Takeovers and Mergers and Share Buy-backs
	issued by the Securities and Futures Commission in Hong
	Kong
"%"	per cent

- 3 -

LETTER FROM THE BOARD

CAA Resources Limited 優 庫 資 源 有 限 公 司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 02112)

Executive Directors:	REGISTERED OFFICE
Mr. Li Yang (Chairman and Chief Executive Officer)	Cricket Square
Ms. Li Xiaolan	Hutchins Drive
Mr. Wang Er	P.O. Box 2681
Ms. Xu Mijia	Grand Cayman KY1-1111
	Cayman Islands
Independent non-executive Directors:
Mr. Leung Yiu Cho	PRINCIPAL PLACE OF
Dr. Li Zhongquan	BUSINESS IN HONG KONG
Dr. Wang Ling	Unit 2413A
	24/F, Tower One
	Lippo Centre, 89 Queensway
	Admiralty, Hong Kong
	31 July 2020
To the Shareholders
Dear Sir or Madam,

1. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,
2. 1. RE-ELECTIONOF RETIRING DIRECTORS

AND

(3) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolutions to be proposed at the AGM for the approval of, inter alia:

• 1. the grant of the Repurchase Mandate and the Issue Mandate to repurchase Shares and to issue new Shares respectively;
• For identification only

- 4 -

LETTER FROM THE BOARD

1. the re-appointment of auditor of the Company; and
2. the re-election of retiring Directors.

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

Pursuant to the resolutions passed by the shareholders of the Company on 31 May 2019, general mandates were granted to the Directors to repurchase and issue Shares respectively. Such mandates will lapse at the conclusion of the AGM. In order to give the Company the flexibility to repurchase and issue Shares if and when appropriate, the following ordinary resolutions will be proposed at the AGM to approve:

1. the granting of the Repurchase Mandate to the Directors to purchase Shares on the Stock Exchange of not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of proposed ordinary resolution contained in item 5 of the notice of the AGM as set out in this circular (i.e. an aggregate nominal amount of Shares up to HK$1,500,000 (equivalent to 150,000,000 Shares) on the basis that the issued share capital of the Company remains unchanged on the date of the AGM);
2. the granting of the Issue Mandate to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of proposed ordinary resolution contained in item 6 of the notice of the AGM as set out in this circular (i.e. an aggregate nominal amount of Shares up to HK$3,000,000 (equivalent to 300,000,000 Shares) on the basis that the issued share capital of the Company remains unchanged on the date of the AGM); and
3. the extension of the Issue Mandate by adding the aggregate nominal amount of Shares repurchased by the Company pursuant to the Repurchase Mandate.

The Repurchase Mandate and the Issue Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the AGM or any earlier date as referred to in the proposed ordinary resolutions contained in items 5 and 6 of the notice of the AGM as set out in this circular.

With reference to the Repurchase Mandate and the Issue Mandate, the Directors wish to state that they have no immediate plan to repurchase any Shares or issue any new Shares pursuant thereto.

- 5 -

LETTER FROM THE BOARD

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate is set out in Appendix I to this circular.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with article 84 of the Articles of Association, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, the number nearest to but not less than one-third), shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. Ms. Xu Mijia, Dr. Li Zhongquan and Mr. Leung Yiu Cho will retire at the AGM. Ms. Xu Mijia, Dr. Li Zhongquan and Mr. Leung Yiu Cho, being eligible, will offer themselves for re-election at the AGM.

The re-appointment of Directors has been reviewed by the Nomination Committee of the Company which made recommendation to the Board that the re-election be proposed for Shareholders' approval at the AGM.

Details of the retiring Directors, who are proposed to be re-elected at the AGM, are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

A notice convening the AGM is set out in this circular to consider and, if appropriate, to approve the resolutions relating to, among other things, the Repurchase Mandate, the Issue Mandate and the re-election of retiring Directors.

Pursuant to the Listing Rules and the Articles of Association, any vote of shareholders at a general meeting must be taken by poll. An announcement on the poll vote results will be published by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.caa-resources.com). Whether or not you are able to attend the AGM, you are requested to complete the form of proxy and return it to the Company's branch share registrar, Tricor Investor Services Limited, in Hong Kong. To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road

- 6 -

LETTER FROM THE BOARD

East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof if you so wish.

The Register will be closed from Wednesday, 26 August 2020 to Monday, 31 August 2020 (both days inclusive) during which period no transfer of Shares will be effected. In order to determine the entitlement to attend and vote at the AGM, all share transfers accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 25 August 2020.

RECOMMENDATIONS

The Board considers that the grant of the Repurchase Mandate and the Issue Mandate, the re-election of retiring Directors are fair and reasonable and in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

RESPONSIBILITY OF DIRECTORS

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement contained herein misleading.

Yours faithfully,

For and on behalf of the Board

CAA Resources Limited

Li Yang

Chairman and Chief Executive Officer

- 7 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,500,000,000 Shares. Subject to the passing of the ordinary resolution set out in item 5 of the notice of the AGM in respect of the granting of the Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the AGM, the Directors would be authorised under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, an aggregate nominal amount of Shares up to HK$1,500,000 (equivalent to 150,000,000 Shares), representing 10% of the aggregate nominal amount of Shares in issue as at the date of the AGM.

SHARE PRICES

In the 12 months preceding the Latest Practicable Date, the highest and lowest prices at which the Shares have been traded on the Stock Exchange were as follows:

	Price per Share
	Highest	Lowest
	HK$	HK$
2019
July	1.59	1.07
August	1.21	0.86
September	0.94	0.285
October	0.32	0.234
November	0.25	0.230
December	0.246	0.199
2020
January	0.243	0.11
February	0.187	0.117
March	0.160	0.110
April	0.158	0.113
May	0.160	0.101
June	0.149	0.098
July (up to the Latest Practicable Date)	0.140	0.096

- I-1 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

REASONS FOR REPURCHASES

The Directors believe that the granting of the Repurchase Mandate is in the best interests of the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

FUNDING OF REPURCHASES

Repurchases of Shares by the Company may only be made out of funds which are legally available for such purpose in accordance with the Memorandum and Articles of Association, the Listing Rules and the applicable laws and regulations of the Cayman Islands.

The Company is empowered by its Memorandum and Articles of Association to repurchase Shares. The laws of the Cayman Islands provide that a purchase of shares may be made (to the extent of the par value of such shares) out of profits or the proceeds of a fresh issue of shares made for such purpose or, out of capital, provided that the Company is able to pay its debts as they fall due in the ordinary course of business and the purchase is authorised by its Articles of Association. Any premium payable on a purchase may be made out of profits, the Company's share premium account or out of capital, provided that the Company is able to pay its debts as they fall due in the ordinary course of business and the purchase is authorised by its Articles of Association.

IMPACT OF REPURCHASE

There would not be any material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the annual report of the Company for the year ended 31 December 2019) in the event that the Repurchase Mandate is to be exercised in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

- I-2 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The Company has not been notified by any connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

EFFECT OF THE TAKEOVERS CODE AND PUBLIC FLOAT

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholders' interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, the register of the Shareholders maintained by the Company pursuant to section 336 under Part XV of the SFO showed that the Company has been notified of the following interests by shareholders who own 5% or more of the Company's issued share capital:

			Approximate
			percentage of
			shareholding
			if the
		Approximate	Repurchase
		percentage of	Mandate is
	Number of	existing	exercised in
Name	Shares	shareholding	full
Cosmo Field (note 1)	843,750,000	56.25%	62.5%
Li Yang (note 1)	843,750,000	56.25%	62.5%
Hua Heng Investments Limited
(note 2)	100,575,000	6.71%	7.45%
Yang Jun (note 2)	100,575,000	6.71%	7.45%
Tang Lingyan (note 2)	100,575,000	6.71%	7.45%

- I-3 -

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

Notes:

1. Mr. Li beneficially owns the entire issued share capital of Cosmo Field. Therefore, Mr. Li is deemed, or taken to be, interested in all the shares of the Company held by Cosmo Field for the purpose of the SFO. Mr. Li is the sole director of Cosmo Field. The Company has been notified that Cosmo Field have charged certain shares in favour of third parties as at the Latest Practicable Date:
2. 1. The Company has been notified that 711,000,000 Shares and 41,000,000 Shares which were previously charged by Cosmo Field in favour of Cheer Hope Holdings Limited, have been released on 23 September 2016 and 26 September 2016 respectively. The Company has also been notified that, Cosmo Field has charged 711,000,000 Shares and 41,000,000 Shares (collectively "Charged Shares") in favour of an independent third party institution on 23 September 2016 and 27 September 2016 respectively. The Charged Shares represent approximately 50.13% of the issued share capital of the Company as at the Latest Practicable Date.
   2. The Company has been notified that, a deed of release has been executed on 4 January 2018 with respect to the Charged Shares which were previously changed by Cosmo Field in favour of the second priority lender (as set out in the announcement dated 29 December 2016). Cosmo Field has charged the Shares in favour of anther secondary priority lender on 4 January 2018.
3. Ms. Tang Lingyan is the spouse of Mr. Yang Jun. Mr. Yang Jun beneficially owns the entire issued share capital of Hua Heng Investments Limited. Therefore, Ms. Tang Lingyan is deemed, or taken to be, interested in all the shares of the Company held by Hua Heng Investments Limited for the purpose of the SFO. Mr. Yang Jun is the sole director of Hua Heng Investments Limited.

On the basis that the issued share capital of the Company remains unchanged on the date of the AGM, in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the relevant ordinary resolution to be proposed at the AGM, the total interests of the above Shareholders would be increased to approximately the respective percentages shown in the last column above.

The Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

The Listing Rules prohibit a company from making repurchase of its shares on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the company's issued share capital would be in public hands. The Directors do not propose to repurchase Shares, which would result in less than the prescribed minimum percentage of Shares in public hands.

SHARE REPURCHASE MADE BY THE COMPANY

No repurchases of Shares have been made by the Company whether on the Stock Exchange or otherwise in the six months immediately preceding the Latest Practicable Date.

- I-4 -

APPENDIX II	DETAILS OF THE DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, the executive Directors are Li Yang (Chairman and Chief Executive Officer), Li Xiaolan, Wang Er and Xu Mijia; and the independent non-executive Directors are Li Zhongquan, Wang Ling and Leung Yiu Cho.

According to Article 83(3) of the Articles of Association of the Company, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of Members after his appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.

Pursuant to section 84 of the articles of association of the Company, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, the number nearest to but not less than one-third), shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. Accordingly, Ms. Xu Mijia, Dr. Li Zhongquan and Mr. Leung Yiu Cho will retire as Directors in accordance with the articles of association of the Company. All of them, being eligible, offer themselves for re-election at the AGM.

POSITION, EXPERIENCE AND LENGTH OF SERVICE

The following are the details of the Directors who are subject to re-election at the AGM in accordance with the Articles.

Ms. Xu Mijia ("Ms. Xu") was appointed as an executive director of the Company with effect from 12 September 2016. Ms. Xu, aged 34, was appointed as the director of China Bright Industries Limited (formerly known as China Bright Mining Limited) (a wholly-owned subsidiary of the Company) since 10 April 2012. Ms. Xu joined the Group since December 2007 as Trading Manager Assistant. Ms. Xu is responsible for the implementation and management of marketing strategies and trading business of the Group. Ms. Xu has over 11 years of experience in bulk commodity especially in mineral industries. Ms. Xu holds a bachelor's degree in economics from Sichuan University in China and a bachelor's degree in business administration from Montpellier Business School in France.

- II-1 -

APPENDIX II	DETAILS OF THE DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

Dr. Li Zhongquan ("Dr. Li"), aged 55, was appointed as an independent non-executiveDirector of the Company on 12 April 2013, mainly responsible for independent supervision and management of the Company. He was the leader in a variety of scientific research projects, including but not limited to the National "Eleventh Five-year"Key Scientific Research Project (國 家「十一五」科技重大專項), the National "Ninth Five-year"Projects (國家「九五」項目), "Tenth Five-year"Technology Projects (國家「十五」項目).

Dr. Li obtained his bachelor's degree in science from the department of geology of Nanjing University (南京大學) in 1986 and his master's degree in science from the department of geology of Chengdu University of Technology (成都理工大學) (formerly known as Chengdu Geology College (成都地質學院)) in 1989, and working with Chengdu ever since. Dr. Li then obtained his doctor's degree in engineering from Chengdu University of Technology (成都理工大學) in June 1999, conducted research work subsequently for three years as a post doctorate in Peking University and completed post-doctoral research in Saint Louis University of United States from May 2005 to November 2006.

Mr. Leung Yiu Cho ("Mr. Leung"), aged 41, was appointed as an independent non-executive Director and chairman of audit committee of the Company with effect from 21 August 2017. Mr. Leung has over 13 years of experience in financial management and corporate finance. Mr. Leung was appointed as independent non-executive director of Zheng Li Holdings Limited (a company listed on the Growth Enterprise Market of the Stock Exchange with the stock code of 8283) since 21 October 2016. He joined Artini Holdings Limited (formerly known as Primeview Holdings Ltd.) (a company listed on the Main Board of Stock Exchange with the stock code of 789), as its chief financial officer in December 2013 and has been its investment principal since October 2015 and an executive director in December 2016 until his resignation in September 2019. Mr. Leung was responsible for monitoring corporate finance transactions and investors relationship. Prior to that, Mr. Leung started his employment with Deloitte Touche Tohmatsu in June 2005 as a semi-senior accountant before leaving as a senior accountant in July 2006. Between July 2006 and August 2007, he was the assistant financial controller of Ta Yang Group Holdings Limited (大洋集 團控股有限公司) (Stock Code: 1991) (a company listed on the Main Board). From August 2007 to September 2008, Mr. Leung joined CSC Securities (HK) Limited (群益證券(香港)有限公司) as an executive in the investment banking department. Mr. Leung was the financial controller and board secretary of United Technology Holdings Company Limited (聯合科技控股有限公司) in 2011. From March 2012 to August 2013, he joined Highland Asset Management Corporation (漢鎰資產 管理股份有限公司) as its senior deputy finance manager and board secretary.

- II-2 -

APPENDIX II	DETAILS OF THE DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Leung graduated from Lingnan University (嶺南大學) in Hong Kong, in December 2001 with a bachelor of business administration degree. He then obtained his masters of corporate finance degree from The Hong Kong Polytechnic University (香港理工大學) in December 2006. He was admitted as a member of the Associate of Chartered Certified Accountants in March 2014.

INTERESTS IN SHARES

As at the Latest Practicable Date, none of the retiring Directors, being Ms. Xu Mijia, Dr. Li Zhongquan and Mr. Leung Yiu Cho had any interests or short positions in any shares, underlying shares and debentures of the Company within the meaning of Part XV of the SFO and has no relationships with any Directors, senior management, substantial shareholders, or controlling shareholders of the Company.

RELATIONSHIP

As at the Latest Practicable Date, none of Ms. Xu Mijia, Dr. Li Zhongquan and Mr. Leung Yiu Cho is related to any Directors, senior management or substantial or controlling shareholder of the Company.

DIRECTORSHIP

Save as disclosed above, none of Ms. Xu Mijia, Dr. Li Zhongquan and Mr. Leung Yiu Cho holds any directorships in listed public companies in the last three years.

DIRECTORS' EMOLUMENTS

Ms. Xu Mijia has entered into a service agreement with the Company for a term of three years with effect from 25 July 2020 subject to re-election. She is subject to retirement but eligible for re-election at the next general meeting of the Company. Thereafter, she is subject to retirement by rotation and re-election in accordance with the articles of association of the Company. Ms. Xu shall be entitled to an annual fee in a sum of US$43,200 which has been determined by the Board with reference to the prevailing market conditions, her duties and responsibilities. The emolument excludes bonus and other benefits which may be granted at the discretion of the Company. The Director's fee and other emoluments are determined by the Board with reference to her duties, responsibilities and performance as well as the market rate of a director of other listed companies in Hong Kong.

- II-3 -

APPENDIX II	DETAILS OF THE DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

Dr. Li Zhongquan has entered into a service contract with the Company for a term of three years commencing from 25 July 2017 until terminated by not less than six months' written notice. Under the service contract, Dr. Li is entitled to an annual emolument of USD13,200 as director of the Company. The emolument excludes bonus and other benefits which may be granted at the discretion of the Company. The Director's fee and other emoluments are determined by the Board with reference to his duties, responsibilities and performance as well as the market rate of a director of other listed companies in Hong Kong.

Mr. Leung Yiu Cho entered into an appointment letter with the Company for a term of three years with effect from 21 August 2020 subject to re-election. He is subject to retirement by rotation and re-election in accordance with the articles of association of the Company. Mr. Leung shall be entitled to an annual fee in a sum of HK$240,000 which has been determined by the Board with reference to the prevailing market conditions, his duties and responsibilities.

The total emolument (including salaries, allowances and benefits in kind) paid to the Directors for the year ended 31 December 2019 is set out in note 8 to the financial statements in the 2019 annual report of the Company.

INFORMATION THAT NEEDS TO BE DISCLOSED AND MATTERS THAT NEED TO BE

BROUGHT TO THE ATTENTION OF THE SHAREHOLDERS

Save as disclosed above, there are no other matters relating to the re-election of Ms. Xu Mijia, Dr. Li Zhongquan and Mr. Leung Yiu Cho that need to be brought to the attention of the Shareholders and there is no information which is required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

- II-4 -

NOTICE OF ANNUAL GENERAL MEETING

CAA Resources Limited

優 庫 資 源 有 限 公 司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 02112)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of CAA Resources Limited (the "Company") will be held at Unit 2413A, 24/F, Tower One, Lippo Centre, 89 Queensway, Admiralty, Hong Kong on Monday, 31 August 2020 at 11:30 a.m. for the following purposes:

As Ordinary Resolutions

1. To receive and consider the audited consolidated financial statements of the Company and the reports of the directors of the Company (the "Directors") and the report of the auditor of the Company for the year ended 31 December 2019;
2. (a) To re-elect Ms. Xu Mijia as an executive Director;
3. 1. To re-elect Dr. Li Zhongquan as an independent non-executive Director;
   2. To re-elect Mr. Leung Yiu Cho as an independent non-executive Director;
4. To authorise the board of Directors (the "Board") to fix the Directors' remuneration for the year ending 31 December 2020;
5. To re-appoint Prism CPA Limited as the auditors and to authorise the Board to fix their remuneration;

• For identification only

- AGM-1 -

NOTICE OF ANNUAL GENERAL MEETING

As ordinary business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

1. "THAT:
2. 1. subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to purchase its shares in accordance with all applicable laws, rules and regulations;
   2. the total nominal amount of shares of the Company to be purchased by the Company pursuant to the mandate in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution and the said mandate shall be limited accordingly; and
   3. for the purposes of this resolution:
      "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
   4. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
      3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting."
3. "THAT:
4. 1. subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company during the Relevant Period (as defined below) to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers;

- AGM-2 -

NOTICE OF ANNUAL GENERAL MEETING

1. the mandate in paragraph (a) above shall authorise the directors of the Company to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
2. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
3. 1. a Rights Issue (as defined below);
   2. the exercise of options under a share option scheme of the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and its subsidiaries and/or other eligible persons of shares or rights to acquire shares of the Company; and
   3. any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of the cash payment for a dividend on shares of the Company in accordance with the articles of association of the Company, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company on the date of passing of this resolution and the said mandate shall be limited accordingly; and
4. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
5. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
   3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

"Right Issue" means an offer of shares or other securities of the Company open for a period fixed by the directors of the Company to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion

- AGM-3 -

NOTICE OF ANNUAL GENERAL MEETING

to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange)."

7. "THAT conditional upon the passing of resolutions set out in items 5 and 6 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 6 of the Notice be and is hereby extended by the addition to the aggregate nominal amount of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to such general mandate of an amount representing the aggregate nominal amount of shares purchased by the Company pursuant to the mandate referred to in resolution set out in item 5 of the Notice, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of this resolution."

By Order of the Board

CAA Resources Limited

Li Yang

Chairman and Chief Executive Officer

Hong Kong, 31 July 2020

- AGM-4 -

NOTICE OF ANNUAL GENERAL MEETING

The Directors as at the date of this notice are:

Executive Directors:

Mr. Li Yang (Chairman and Chief Executive Officer)

Ms. Li Xiaolan

Mr. Wang Er

Ms. Xu Mijia

Independent non-executive Directors:

Mr. Leung Yiu Cho

Dr. Li Zhongquan

Dr. Wang Ling

Notes:

1. Any Shareholder entitled to attend and vote at the annual general meeting is entitled to appoint one or more than one proxy to attend and vote instead of him. A proxy need not be a Shareholder. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
2. In order to be valid, a form of proxy and the power of attorney (if any) or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be deposited at the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof.
3. Delivery of the form of proxy will not preclude a Shareholder from attending and voting in person at the meeting convened and any adjournment thereof and in such event, the form of proxy shall be deemed to be revoked.
4. For determining the entitlement to attend and vote at the annual general meeting, the register of members of the Company will be closed from Wednesday, 26 August 2020 to Monday, 31 August 2020 (both days inclusive) during which period no transfer of Shares will be effected. In order to be eligible to attend and vote at the annual general meeting, all share transfers accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 25 August 2020.

- AGM-5 -