China Billion Resources : Irrevocable undertaking

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Undertaking Letter

To: China Billion Resources Limited (the "Company") Gain Faith Investments Limited (the "Underwriter")

From: Star Sino International Limited

Dear Sirs,

9 November , 2015

Irrevocable Undertaking

We refer to the underwriting agreement of dated 9 November, 2015 (the "Underwriting Agreement") in connection with an Open Offer of not less than 5,235,303,300 Shares (the "Open Offer") between the Company and the Underwriter. Terms defined in the Underwriting Agreement bear the same meanings in this undertaking.

I. We hereby represent and warrant to you that as at the date of the Underwriting Agreement and as at the date hereof, we beneficially own 762,022,000 Shares of the Company. We understanding that such holding will become 381,011,000 Reorganised Shares.

1. Subject to paragraph 3 below, we irrevocably undertake to each of the Company and the Underwriter as follows:-

   
   

2. to take up and pay for or procure they were taken up and paid for on the terms of the Offering Documents the 762,022,000 Offer Shares which will constitute the assured entitlement of Offer Shares in respect of the Shares beneficially owned by us pursuant to the terms of the Open Offer;

   
   

3. that the Shares referred to in paragraph I above will remain registered in our name or beneficially owned by us at the close of business on the Record Date as they are on the date hereof;

   
   

4. to procure that the application for the aforesaid Offer Shares shall be lodged with the Registrar or the Company, with payment in full therefor in cash (whether by cheque, bank cashier's order or such other form as the Company may approve), by no later than 4:00 p.m. on the Acceptance Date; and

   
   

   If we should fail to comply with the undertakings given above, we thereby irrevocably authorise the Company in its discretion to treat this Agreement as our application for such 762,022,000 Offer Shares comprised in our assured entitlement on the terms of the Offering Documents (save as regards the time for acceptance and payment), against

   
   

   payment therefor to allot and issue the same in our name and to procure the registration of the same in our name.

   
   

5. In the event that the U nderwriting Agreement does not become uncond itional m accordance with its terms, our undertaking given under paragraph 2 shall lapse.




This undertaking is governed by and shall be construed in accordance with the laws of Hong Kong.




THE COMMON SEAL OF

STAR SINO INTERNATIONAL LIMITED

was hereunto affixed in the presence of:-




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