Brockman Mining Limited — AGM Information 2004

Mar 29, 2004

WONG’S INTERNATIONAL (HOLDINGS) LIMITED

(Incorporated in Bermuda with limited liability)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at Island Ballroom, Level 5, Island Shangri-La Hong Kong, Pacific Place, Supreme Court Road, Hong Kong on Tuesday, 8th June, 2004 at 12:00 noon for the following purposes:

1. To receive and consider the accounts and the reports of the directors and joint auditors for the year ended 31st December, 2003;

2. To declare a final dividend;

3. To elect directors and to fix their remuneration;

4. To appoint joint auditors and to fix their remuneration;

5. As special business, to consider and, if thought fit, pass the following resolution as an Ordinary Resolution:

“ THAT there be granted to the Directors an unconditional general mandate to issue, allot and deal with additional shares in the capital of the Company, and to make or grant offers, agreements and options in respect thereof, subject to the following conditions:

• (A) such mandate shall not extend beyond the Relevant Period (as defined below) save that the Directors may during the Relevant Period make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

• (B) the aggregate nominal amount of share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors otherwise than pursuant to (i) a Rights Issue (as defined below), (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company, or any securities which are convertible into ordinary shares of the Company, and (iii) any employee share 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 amount of the share capital of the Company in issue at the date of passing of this resolution;

• (C) such mandate shall be additional to the authority given to the Directors at any time to allot and issue additional shares in the capital of the Company arising from the exercise of

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subscription rights under any warrants or the exercise of any options under any employee share option scheme of the Company; and

• (D) for the purposes of this resolution:

“Relevant Period” means the period from the date of passing of this resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company; or

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law of Bermuda to be held; or

• (iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the Directors made to holders of the shares and/or warrants on, as the case may be, the Register of Members and the Register of Warrantholders of the Company on a fixed record date in proportion to their then holdings of such shares and/or warrants (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, or the requirements of any recognised regulatory body or any stock exchange in, or in any territory outside, Hong Kong).”

1. As special business, to consider and, if thought fit, pass the following resolution as a Special Resolution:

“ THAT “王氏國際（集團）有限公司” be adopted as the Chinese name of the Company and THAT such Chinese name be filed and/or registered with the Registrar of Companies in Hong Kong under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) and the directors of the Company be and are hereby authorised to do all such acts, deeds and things as they may, in their absolute discretion, deem fit, to effect and implement such adoption of Chinese name by the Company.”

1. As special business, to consider and, if thought fit, pass the following resolution as a Special Resolution:

“ THAT the Bye-laws of the Company be and are hereby amended in the following manner:

• (A) Bye-law 1

• (a) By deleting the words “a recognised clearing house within the meaning of Section 2 of the Securities and Futures (Clearing Houses) Ordinance of Hong Kong or” from the definition of “clearing house” in Bye-law 1.

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• (b) By adding the following new definitions after the definition of “the Statutes” in Byelaw 1:

• “ “associate” shall have the meaning attributed to it in the Listing Rules;

“Listing Rules” shall mean the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time;”

(B) Bye-law 85

By adding the following as new Bye-law 85(C) immediately after Bye-law 85(B):

• “(C) Where any member, under the Listing Rules, is required to abstain from voting on any particular resolution or is restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such member in contravention of such requirement or restriction shall not be counted.”

(C) Bye-law 103

• (a) By deleting the existing Bye-law 103(A)(i) in its entirety and replacing it with the following:

“No Director or intended Director shall be disqualified by his office from entering into any contract, arrangement or any other proposal in which he or any of his associates has an interest nor shall any such contract, arrangement or proposal be capable on that account of being avoided, nor shall any such Director be liable to account to the Company for any profit realised by any such contract, arrangement or proposal by reason only of such Director holding that office or the fiduciary relationship thereby established, provided that such Director shall forthwith disclose the nature of the interest as required by and subject to the provisions of the Companies Act.”

• (b) By deleting the existing Bye-law 103(A)(ii) in its entirety and replacing it with the following:

“Notwithstanding such disclosure is made as aforesaid, a Director shall, subject as provided in bye-law 103(A)(iii) not be entitled to vote on any resolution of the Board approving any contract or arrangement or any other proposal in which he or any of his associates has a material interest and he shall not be counted in the quorum present at the meeting at which such contract, arrangement or proposal is considered. The question whether a Director or any of his associates is materially interested in a contract, arrangement or proposal shall be determined by a resolution of the Board in respect of which the Director whose interest or that of his associates is being discussed shall not be entitled to vote.”

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• (c) By deleting the existing Bye-law 103(A)(iii) in its entirety and replacing it with the following:

“None of the prohibitions provided in bye-law 103(A)(ii) shall apply to:–

• (a) the giving of any security or indemnity either:

• (i) to the Director or his associates in respect of money lent or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the Company or any of its subsidiaries; or

• (ii) to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his associates have himself/ themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;

• (b) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase where the Director or his associates is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;

• (c) any proposal concerning any other company in which the Director or his associates is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the Director or his associates is/are beneficially interested in shares of that company, provided that the Director and/or any of his associates is/are not in aggregate beneficially interested in 5% or more of the issued shares or of the voting rights of any class of shares of such company (or of any third company through which his interest or that of any of his associates is derived);

• (d) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including:–

• (i) the adoption, modification or operation of any employees’ share scheme or any share incentive or share option scheme under which the Director or his associates may benefit; or

• (ii) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to Directors, their associates and employees of the Company or any of its subsidiaries and does not provide in respect of any Director, or his associates, as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and

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  - (e) any contract or arrangement in which the Director or his associates is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company.”

• (d) By adding the words “or any of his associates” after the words “A general notice to the Directors by a Director that he” in Bye-law 103(A)(v).

• (D) Bye-law 116

By deleting the words “at least fourteen days before the date of the general meeting” in Bye-law 116 and replacing them with “for a period of not less than seven days commencing no earlier than the day after the despatch of the notice of the meeting appointed for such election and ending no later than seven days prior to the date of such meeting”.”

By Order of the Board Chan Tsze Wah, Gabriel Company Secretary

Hong Kong, 23rd March, 2004

Notes:

1. Any member entitled to attend and vote at the above meeting is entitled to appoint a proxy or proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto but if more than one such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the Register of Members in respect of such share shall alone be entitled to vote in respect thereof.

3. The 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 or authority must be deposited at the principal office of the Company at Wong’s Industrial Centre, 180A Wai Yip Street, Kwun Tong, Kowloon, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting.

4. The Register of Members will be closed from Wednesday, 2nd June, 2004 to Tuesday, 8th June, 2004, both days inclusive, during which period no transfer of shares will be effected. To qualify for the above dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company’s registrars, Standard Registrars Limited, G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong for registration not later than 4:00 p.m. on Tuesday, 1st June, 2004.

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1. Pursuant to Bye-laws 95 and 112 of the Company’s Bye-laws, Mr. Wan Man Keung and Dr. Yu Sun Say, S.B.S., J.P., will retire from office as directors at the Annual General Meeting and being eligible, offer themselves for re-election.

2. Concerning resolution no. 6, approval is being sought from members of the Company for the adoption of the Chinese name for the Company for the purpose of registration in Hong Kong. The proposed adoption of the Chinese name will not affect any of the rights of the members and all existing share certificates in issue bearing only the English name will, after the adoption of the Chinese name, continue to be effective as documents of title of the shares of the Company and be valid for trading, settlement and registration purposes.

3. As the Securities and Futures (Clearing House) Ordinance was repealed upon the commencement of the Securities and Futures Ordinance on 1st April, 2003, the reference to the Securities and Futures (Clearing House) Ordinance is proposed to be deleted from Bye-law 1. The other amendments to the Bye-laws are proposed mainly to ensure compliance with the recent amendments to Appendix 3 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

4. The Annual Report 2003 of the Company will be dispatched to shareholders and published on the website of The Stock Exchange of Hong Kong Limited in due course.

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