Golden China Resources Corporation - s. 83.1(1)

Headnote

Subsection 83.1(1) - Issuer deemed to be a reporting issuer in Ontario -- Issuer already a reporting issuer in Alberta and British Columbia -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in Alberta and British Columbia substantially the same as those in Ontario.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.1(1).

March 15, 2006

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5,

AS AMENDED (the "Act")

AND

IN THE MATTER OF

GOLDEN CHINA RESOURCES CORPORATION

ORDER

(Subsection 83.1(1))

UPON the application of Golden China Resources Corporation (the "Applicant") for an order, pursuant to subsection 83.1(1) of the Act, deeming the Applicant to be a reporting issuer for the purposes of the Act and the regulations made thereunder;

AND UPON considering the application and the recommendation of the staff of the Ontario Securities Commission (the "Commission");

AND UPON the Applicant having represented to the Commission as follows:

1. the Applicant was incorporated under the name APAC Minerals Inc. under the Company Act (British Columbia) on September 9, 1996;

2. the Applicant was continued under the name Golden China Resources Corporation on March 17, 2005 under the Canada Business Corporations Act (the "CBCA") after completing a business combination transaction in March 2005;

3. the business combination transaction is described in the information circular of the Applicant dated February 11, 2005;

4. the Applicant was amalgamated under the CBCA on July 1, 2005;

5. the Applicant has a significant connection to Ontario in that it has moved its registered and head office to Toronto, Ontario, which, as of March 17, 2005, is located at 8 King Street East, Suite 1400, Toronto, Ontario M5C 1B5;

6. the authorized capital of the Applicant consists of an unlimited number of common shares of which 82,306,264 were issued and outstanding as of February 17, 2006 ("Common Shares");

7. the Common Shares are listed on the TSX Venture Exchange (the "TSXV") under the trading symbol AUC.V;

8. the Applicant is not designated as a capital pool company by the TSXV;

9. the Applicant has been a reporting issuer under the Securities Act (British Columbia) (the "BC Act") and the Securities Act (Alberta) (the "Alberta Act") since October 3, 1997;

10 Other than British Columbia and Alberta, the Applicant is not a reporting issuer or public company under the securities legislation of any other jurisdiction in Canada;

11. the Applicant is not in default of any of the requirements of the TSXV and is not in default of any of the requirements of the BC Act or the Alberta Act;

12. the Applicant is an electronic filer under National Instrument 13-101 System for Electronic Document Analysis and Retrieval;

13. the continuous disclosure requirements of the BC Act and the Alberta Act are substantially the same as the requirements under the Act;

14. the continuous disclosure materials filed by the Applicant under the BC Act and the Alberta Act since January 1998 are available on the System for Electronic Document Analysis and Retrieval (SEDAR);

15. the Applicant is up to date in the filing of its financial statements and other continuous disclosure documents;

16. neither the Applicant nor any of its directors or officers, nor to the knowledge of the Applicant and its directors and officers, any of its controlling shareholders has:

(a) been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;

(b) entered into a settlement agreement with a Canadian securities regulatory authority; or

(c) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision;

17. neither the Applicant nor any of its directors or officers, nor to the knowledge of the Applicant and its directors and officers, any of its controlling shareholders is or has been subject to:

(a) any known ongoing or concluded investigations by:

(i) a Canadian securities regulatory authority, or

(ii) a court or regulatory body, other than a Canadian securities regulatory authority,

that would be likely to be considered important to a reasonable investor making an investment decision; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding ten years;

18. none of the directors or officers of the Applicant, nor to the knowledge of the Applicant, its directors or officers, any of its controlling shareholders, is or has been at the time of such event a director or officer of any other issuer which is or has been subject to:

(a) any cease trade or similar orders, or orders that denied access to any exemptions under Ontario securities law, for a period of more than thirty consecutive days, within the preceding ten years; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding ten years;

19. the Applicant will remit all participation fees due and payable by it pursuant to Commission Rule 13-502 Fees by no later than two business days from the date hereof.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to subsection 83.1(1) of the Act that the Applicant be deemed to be a reporting issuer for the purposes of Ontario securities law.