Brockman Mining Limited — AGM Information 2005

May 5, 2005

EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

WONG’S INTERNATIONAL (HOLDINGS) LIMITED 王氏國際（集團）有限公司[*]

(Incorporated in Bermuda with limited liability)

EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at The Ballroom, InterContinental Hong Kong, 18 Salisbury Road, Kowloon, Hong Kong on Friday, 3rd June, 2005 at 12:00 noon. Details of the five Directors proposed to be re-elected, the procedures by which members may demand a poll, and further information on the amendments to the Bye-laws are set out in these Explanatory Notes as follows.

Re-election of Directors

Pursuant to Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and Bye-laws 95 and 112 of the Company’s Bye-laws, Mr. Wong Chung Mat, Ben, Mr. Chan Tsze Wah, Gabriel, Mr. Chan Wing Kwong, Paulus, Dr. Li Ka Cheung, Eric, G.B.S, O.B.E., J.P. and Mr. Alfred Donald Yap, J.P. will retire from office as directors at the Annual General Meeting and being eligible, offer themselves for re-election.

The biographical details of each of the Directors who stand for re-election at the Annual General Meeting, as required by rule 13.51(2) of the Listing Rules, are set out below to enable shareholders to make an informed decision on their re-election:

1. Mr. Wong Chung Mat, Ben

Mr. Wong, aged 53, has been an Executive Director of the Company since June 1990. In February, 2003 he was appointed Chairman and CEO of the Company. He joined the Group in 1975. Mr. Wong is a director and the President of Wong’s Electronics Co., Limited and a director of various other companies of the Group. Mr. Wong obtained a Master of Science Degree in Operations Research from Ohio State University and has over 30 years’ experience in the electronic industry. He is an Independent Non-executive Director of Elegance International Holdings Limited.

Mr. Wong is the brother of Mr. Wong Chung Ah, Johnny, an Executive Director of the Company. He is also a director of W. S. Wong & Sons Company Limited and Salop Investment Limited, both of which are substantial shareholders of the Company.

As at 25th April, 2005, being the latest practicable date prior to the printing of these Explanatory Notes (the “Latest Practicable Date”), Mr. Wong was deemed to be interested in 75,810,699 shares of the Company (approximately 16.24% of the issued share capital of the Company) within the meaning of Part XV of the Securities and Futures Ordinance (“SFO”). Save for the facts disclosed herein and his deemed interests in W.S. Wong & Sons Company Limited and Salop Investment Limited, Mr. Wong does not have any relationship with any other Directors, senior management, substantial or controlling shareholders of the Company.

* For identification purpose only

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EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

Mr. Wong was not appointed for a specific term but is subject to retirement by rotation and re-election in accordance with the provisions of the Listing Rules and the Bye-laws of the Company. There is currently no service contract signed between the Company and Mr. Wong for service as Director. Mr. Wong is currently entitled to a basic annual remuneration of HK$2,342,000.00, plus discretionary bonus as determined by the Board by reference to his performance and the profitability of the Company.

1. Mr. Chan Tsze Wah, Gabriel

Mr. Chan, aged 56, has been an Executive Director of the Company since June 1990. He joined the Group in 1985 and is the Group’s Financial Controller. He is also a director of various other companies of the Group. He is a fellow member of the Association of Chartered Certified Accountants. He obtained a Bachelor degree in Social Sciences from the University of Hong Kong. Before joining the Group, he had approximately 10 years’ experience with a major international firm of accountants.

Mr. Chan does not have any relationship with any Directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Chan was beneficially interested in 1,237,500 shares of the Company (approximately 0.27% of the issued share capital of the Company) within the meaning of Part XV of the SFO.

Mr. Chan was not appointed for a specific term but is subject to retirement by rotation and re-election in accordance with the provisions of the Listing Rules and the Bye-laws of the Company. There is currently no service contract signed between the Company and Mr. Chan for service as Director. Mr. Chan is currently entitled to a basic annual remuneration of HK$2,025,000.00, plus discretionary bonus as determined by the Board by reference to his performance and the profitability of the Company.

1. Mr. Chan Wing Kwong, Paulus

Mr. Chan, aged 60, joined the Group in 1990 and has been an Executive Director of the Company since July 1990. He is also a director of certain other companies of the Group. He is responsible for overseeing a product development project. He was a Principal Consultant to the Industry Department of the Hong Kong Government and was primarily responsible for promoting industrial investment from the United States of America in the electronics sector in Hong Kong. He is a Chartered Engineer and obtained a Bachelor of Science degree in Electrical Engineering from the University of Hong Kong.

Mr. Chan does not have any relationship with any Directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Chan was beneficially interested in 1,800,000 shares of the Company (approximately 0.39% of the issued share capital of the Company) within the meaning of Part XV of the SFO.

Mr. Chan was not appointed for a specific term but is subject to retirement by rotation and re-election in accordance with the provisions of the Listing Rules and the Bye-laws of the Company. Under his service contract, Mr. Chan is currently entitled to a basic annual remuneration of HK$794,800.00, plus discretionary bonus as determined by the Board by reference to his performance and the profitability of the Company.

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EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

1. Dr. Li Ka Cheung, Eric, G.B.S, O.B.E., J.P.

Dr. Li, aged 51, LLD, DSocSc, B.A., FCPA (Practising), FCA, FCPA (Aust.), FCIS, FAIA (Hon), CGA (Hon), Hon. HKAT, RFP (Hon), GBS, OBE, JP, joined the Company as an Independent Non-executive Director in April 1999. Dr. Li is the senior partner of Li, Tang, Chen & Co., Certified Public Accountants and an Independent Non-executive Director of SmarTone Telecommunications Holdings Limited, The Kowloon Motor Bus Holdings Limited, CATIC International Holdings Limited, Hang Seng Bank Limited, China Vanke Co., Ltd., China Resources Enterprise, Limited, Roadshow Holdings Limited, Sinochem Hong Kong Holdings Limited and Strategic Global Investment plc. Besides, Dr. Li was also an Independent Non-executive Director of SIIC Medical Science and Technology (Group) Limited, but he resigned on 23rd October, 2003. Dr. Li is presently a Board Member of the International Federation of Accountants and a member of The 10th National Committee of Chinese People’s Political Consultative Conference. He is a former member of the Legislative Council of Hong Kong, former chairman of its Public Accounts Committee and a past president of the Hong Kong Society of Accountants.

Dr. Li does not have any relationship with any Directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Dr. Li does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

Dr. Li was not appointed for a specific term but is subject to retirement by rotation and re-election in accordance with the provisions of the Listing Rules and the Byelaws of the Company. There is currently no service contract signed between the Company and Dr. Li for service as Director. Dr. Li is currently entitled to a Director’s fee of not more than HK$110,000.00 per annum, subject to the approval by the shareholders at the Annual General Meeting. Such fee is determined by the Board by reference to the market rate and the anticipated time and effort required from him as a non-executive Director.

1. Mr. Alfred Donald Yap, J.P.

Mr. Yap, J.P., aged 66, joined the Company as an Independent Non-executive Director in September, 2004. He is presently a consultant at K.C. Ho & Fong, Solicitors and Notaries. Mr. Yap is a former president of The Law Society of Hong Kong and The Law Association for Asia and the Pacific (LAWASIA). He is also a former Hong Kong Affairs Adviser. Mr. Yap has served on various public and community organizations and is presently a member of the Town Planning Board. He is an Independent Non-executive Director of eSun Holdings Limited, RBI Holdings Limited, and Hung Hing Printing Group Limited.

Mr. Yap does not have any relationship with any Directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Yap does not have any interests in the shares of the Company within the meaning of Part XV of the SFO.

Mr. Yap was not appointed for a specific term but is subject to retirement by rotation and re-election in accordance with the provisions of the Listing Rules and the Byelaws of the Company. There is currently no service contract signed between the Company and Mr. Yap for service as Director. Mr. Yap is currently entitled to a Director’s fee of not more than HK$110,000.00 per annum, subject to the approval by the shareholders at the Annual General Meeting. Such fee is determined by the Board by reference to the market rate and the anticipated time and effort required from him as a non-executive Director.

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EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

Right to demand a poll

Members of the Company have the right to demand a poll on the resolutions proposed at the Annual General Meeting. Pursuant to the Bye-law 76 of the Bye-laws, at any general meeting a resolution put to the vote of the meeting of the Company shall be decided on a show of hands, but a poll may be demanded before or on the declaration of the result of the show of hands:

• (i) by the chairman; or

• (ii) by at least three members present in person or by proxy or by representative for the time being entitled to vote at the meeting; or

• (iii) by any member or members present in person or by proxy or by representative and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

• (iv) by a member or members present in person or by proxy or by representative and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

Amendments to Bye-laws

On 1st January, 2005, the Listing Rules were amended by replacing the Code of Best Practice in Appendix 14 by a new Code on Corporate Governance Practices (the “CG Code”). The Directors proposed to amend the Bye-laws of the Company to reflect the changes required by the CG Code. The following is an explanation of the major proposed amendments to the existing Bye-laws:

1. The Bye-laws are amended so that at any general meeting, a poll can also be demanded by any Director.

2. A new provision is added to provide that every Director shall retire from office no later than the third annual general meeting of the Company after he was last elected or re-elected.

3. The Bye-laws are amended so that Directors holding office as Chairman, Managing Director or joint Managing Director are also subject to retirement by rotation.

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