Brockman Mining Limited — AGM Information 2005

Apr 28, 2005

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

(Incorporated in Bermuda with limited liability) (Stock code: 99)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that 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 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, 2004;

2. To declare a final dividend;

3. To re-elect Directors and to authorise the Board of Directors to fix their remuneration;

4. To appoint Joint Auditors and to authorise the Board of Directors to fix their remuneration;

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

6. “ 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:

7. (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;

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• (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 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 Byelaws 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.

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“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:

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

3. (A) Bye-law 76

By adding the words “or any Director” after the words “the Chairman” in Bye-law 76(i).

• (B) Bye-law 112

• (a) By deleting Bye-law 112(A) in its entirety and replacing it with the following:

  • “112(A) Every Director shall retire from office no later than the third annual general meeting after he was last elected or re-elected.”

• (b) By adding the following sentences at the beginning of Byelaw 112(B): “At each annual general meeting, if the number of Director retiring under Bye-law 112(A) is less than onethird (or the number nearest to but not greater than onethird if the total number of Directors is not three or a multiple of three) of the Directors for the time being, then additional Directors shall retire from office by rotation under this Bye-law 112(B) to make up the shortfall.”

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• (c) By deleting the last sentence of existing Bye-law 112(B) and adding the following paragraph immediately after Byelaw 112(B) and re-numbering existing Bye-law 112(C) as Bye-law 112(D):

• “ (C) A retiring Director shall be eligible for re-election.”

• (d) By adding the following paragraph immediately after Byelaw 114(ii) and re-numbering existing Bye-law 114(iii) as Bye-law 114(iv):

• “ (iii) such Director is required to retire from office at such meeting by virtue of the provisions in Bye-law 112(A); or””

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

Hong Kong, 29th April, 2005

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 Monday, 30th May, 2005 to Friday, 3rd June, 2005, 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 Friday, 27th May, 2005.

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1. Details of the 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 the Explanatory Notes to the Notice of the Annual General Meeting, which will be dispatched to the members together with the 2004 Annual Report.

As at the date of this announcement, the Directors of the Company are as follows:

Executive Directors:

Messrs. Wong Chung Mat, Ben (Chairman) , Wong Chung Ah, Johnny, Chan Tsze Wah, Gabriel, Chan Wing Kwong, Paulus, Tan Chang On, Lawrence and Wan Man Keung.

Independent Non-executive Directors:

Dr. Li Ka Cheung, Eric, G.B.S., O.B.E., J.P., Dr. Yu Sun Say, S.B.S., J.P. and Mr. Alfred Donald Yap, J.P..

• For identification purpose only

Please also refer to the published version of this announcement in South China Morning Post.

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