Anhui Jinyan Kaolin New Materials Co., Ltd. — Proxy Solicitation & Information Statement 2000

May 22, 2000

ORIENTAL METALS (HOLDINGS)

COMPANY LIMITED

(Incorporated in Hong Kong under Companies Ordinance)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of Oriental Metals (Holdings) Company Limited will be held at Tang Room, 4th Floor, Furama Hotel, One Connaught Road, Central, Hong Kong on 28th June 2000 at 4:00p.m. for the following purposes:-

1. To receive and consider the audited Financial Statements and the Reports of the Directors and Auditors for the year ended 31st December 1999;

2. To elect Directors and to fix their remuneration;

3. To appoint Auditors and to authorise the Directors to fix their remuneration;

4. As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:

"THAT

(a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

(c) the aggregate nominal value of share capital alloted or agreed conditionally or unconditionally to be alloted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) an issue of shares upon the exercise of the subscription rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company shall not exceed 20 per cent of the aggregate nominal value of the share capital of the Company in issue as at the date of this Resolution and the said approval shall be limited accordingly; and

(d) for the purpose of this Resolution:

"Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:

(i) the conclusion of the next Annual General Meeting of the Company;

(ii) the expiration of the period within which the next Annual General Meeting of the Company is required by Hong Kong law or the articles of association of the Company to be held; and

(iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the Directors of the Company by this Resolution; and

"Rights Issue" means an offer of shares open for a period fixed by the Directors of the Company to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company)."

1. As special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:

"THAT

(a) subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase securities of the Company on The Stock Exchange of Hong Kong Limited or on any other stock exchange on which the securities of the Company may be listed and is recognised by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

(b) the aggregate nominal value of securities of the Company repurchased by the Company pursuant to paragraph (a) above during the Relevant Period shall not exceed 10 per cent of the aggregate nominal value of the share capital of the Company in issue as at the date of this Resolution and the authority pursuant to paragraph (a) above shall be limited accordingly; and

(c) for the purpose of this Resolution, "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:

(i) the conclusion of the next Annual General Meeting of the Company;

(ii) the expiration of the period within which the next Annual General Meeting of the Company is required by Hong Kong law or the articles of association of the Company to be held; and

(iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the Directors of the Company by this Resolution."

1. As special business, to consider and, if thought fit, pass with or without amendments the following resolution as an Ordinary Resolution:

"THAT power be given to the Directors to add the number of shares purchased by the Company pursuant to the general mandate referred to in Resolution 5 set out in this notice to the 20 per cent general mandate to issue new shares referred to in Resolution 4 set out in this notice."

1. As special business, to consider and, if thought fit, pass with or without amendments the following resolution as an Ordinary Resolution:

"THAT the authorized share capital of the Company be and is hereby increased from HK$150,000,000.00 to HK$300,000,000.00 by the creation of an additional 1,500,000,000 shares of HK$0.10 each to rank pari passu with the existing shares in all respects."

By Order of the Board

Wong Fung Ping, Victoria

Company Secretary

Hong Kong, 19th May 2000

Notes:

1. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote on his/her behalf. A proxy need not be a member of the Company.

2. To be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority, must be deposited at the registered office of Central Registration Hong Kong Limited, the Registrars of the Company, at 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or adjourned Meeting.

3. The Transfer Books and Register of Members will be closed from 22nd June 2000 to 28th June 2000, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for attending the Meeting convened by the above notice, all transfers accompanied by the relevant share certificates must be lodged with Central Registration Hong Kong Limited, the Registrars of the Company, at 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:00p.m. on 21st June 2000.

4. Concerning Resolution No. 4, the Directors wish to state that they have no immediate plans to issue any new shares in the Company. The Ordinary Resolution is being sought from members as a general mandate in compliance with the provisions of the Companies Ordinance and the Rule Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

5. Concerning Resolution No. 5, there is no immediate plan for the Directors to exercise the right of the Company to repurchase its own shares and warrants. The Ordinary Resolution is being sought from members as a general mandate in compliance with the provisions of the Companies Ordinance and the Listing Rules.

6. Concerning Resolution No. 7, the Directors wish to state that they have no immediate plans to issue any part of the capital proposed to be increased.

"Please also refer to the published version of this announcement in the Hong Kong Standard"