Brockman Mining Limited — AGM Information 2006

Apr 26, 2006

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Wong’s International (Holdings) Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 99)

RE-ELECTION OF DIRECTORS AND AMENDMENTS TO THE BYE-LAWS

A notice convening the Annual General Meeting of Wong’s International (Holdings) Limited to be held at The Ballroom, InterContinental Hong Kong, 18 Salisbury Road, Kowloon, Hong Kong on Wednesday, 7th June, 2006 at 12:00 noon is set out on pages 4 to 7 of the Annual Report. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy accompanying this circular in accordance with the instructions printed on it and return it to the principal office of the Company at Wong’s Industrial Centre, 180A Wai Yip Street, Kwun Tong, Kowloon, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.

26th April 2006

* For identification purpose only

LETTER FROM THE CHAIRMAN

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 99)

Executive Directors: Mr. Wong Chung Mat, Ben (Chairman and Chief Executive Officer) Mr. Wong Chung Ah, Johnny Mr. Chan Tsze Wah, Gabriel Mr. Tan Chang On, Lawrence Mr. Wan Man Keung Miss Wong Yin Man, Ada

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. Mr. Alfred Donald Yap, J.P.

Principal office: Wong’s Industrial Centre 180A Wai Yip Street Kwun Tong Kowloon Hong Kong

Registered office: Clarendon House Church Street Hamilton HM 11 Bermuda

26th April, 2006

To the Shareholders

Dear Sir or Madam,

RE-ELECTION OF DIRECTORS AND AMENDMENTS TO THE BYE-LAWS

INTRODUCTION

The Annual General Meeting of the Company (the “Annual General Meeting”) will be held at The Ballroom, InterContinental Hong Kong, 18 Salisbury Road, Kowloon, Hong Kong on Wednesday, 7th June, 2006 at 12:00 noon. At the Annual General Meeting, resolutions will be proposed, inter alia, to re-elect Directors and amend the Bye-laws of the Company. The purpose of this circular is to set out the details of the three Directors proposed to be re-elected, further information on the amendments to the Bye-laws and the procedures by which members may demand a poll.

* For identification purpose only

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LETTER FROM THE CHAIRMAN

RE-ELECTION OF DIRECTORS

Pursuant to Bye-laws 95 and 112 of the Company’s Bye-laws, Mr. Wong Chung Ah, Johnny, Mr. Tan Chang On, Lawrence and Miss Wong Yin Man, Ada 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. Save for the information set out below, there is no information to be disclosed pursuant to any of the requirements of the provisions under paragraph 13.51(2) of the Listing Rules, nor are there any other matters that need to be brought to the attention of the shareholders of the Company in respect of the following Directors who stand for re-election at the forthcoming Annual General Meeting.

1. Mr. Wong Chung Ah, Johnny

Mr. Wong, aged 70, was appointed an Executive Director and Chairman of the Company in June 1990. In February 2003, he stepped down as Chairman but remained as an Executive Director of the Company. He joined the Group in 1976 and is a director of various other companies of the Group. Mr. Wong has over 30 years’ experience in the electronic industry and is responsible for policy and strategy planning of the Group. He is also an Independent Non-executive Director of Chinney Investments, Limited.

Mr. Wong is the brother of Mr. Wong Chung Mat, Ben, the Chairman and Chief Executive Officer of the Company. He is the uncle of Miss Wong Yin Man, Ada, an Executive Director of the Company. He is also a director of W. S. Wong & Sons Company Limited and Kong King International Limited, both of which are substantial shareholders of the Company.

As at 20th April, 2006, being the latest practicable date prior to the printing of this circular (the “Latest Practicable Date”), Mr. Wong was deemed to be interested in 40,693,487 shares of the Company (approximately 8.72% 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 Kong King International Limited, Mr. Wong does not have any relationship with any other Directors, senior management, substantial or controlling shareholders of the Company.

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 Bye-laws of the Company. There is currently no service contract signed between the Company and Mr. Wong for service as Director. Pursuant to the Company’s Bye-laws, Mr. Wong shall retire from office no later than the third annual general meeting of the Company after he was last elected or reelected. Therefore, the term of appointment of Mr. Wong is effectively three years. The total amount of the directors’ emoluments received by Mr. Wong for the year ended 31st December, 2005 was HK$1,016,426. The Directors’ emoluments are determined by reference to his performance and the profitability of the Company.

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LETTER FROM THE CHAIRMAN

2. Mr. Tan Chang On, Lawrence

Mr. Tan, aged 56, joined the Group in 1986 and has been an Executive Director of the Company since February 2003. He is a director and the President of Wong’s International (USA) Corporation. He is also a director of certain other companies of the Group. He is mainly responsible for the Group’s overseas marketing and sales of products to electronic manufacturing service customers. He graduated from Ohio University with a BSEE in 1972 and then went to University of Michigan at Ann Arbor and got his MSEE in 1974. After graduation, he joined a major corporation in the United States for about 12 years before joining the Group.

Mr. Tan does not have any relationship with any Directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Tan was beneficially interested in 10,000 shares of the Company (approximately 0.00% of the issued share capital of the Company) within the meaning of Part XV of the SFO.

Mr. Tan was not appointed for a specific term but is subject to retirement by rotation and re-election in accordance with the provisions of the Bye-laws of the Company. There is currently no service contract signed between the Company and Mr. Tan for service as Director. Pursuant to the Company’s Bye-laws, Mr. Tan shall retire from office no later than the third annual general meeting of the Company after he was last elected or reelected. Therefore, the term of appointment of Mr. Tan is effectively three years. The total amount of the directors’ emoluments received by Mr. Tan for the year ended 31st December, 2005 was HK$1,530,869. The Directors’ emoluments are determined by reference to his performance and the profitability of the Company.

3. Miss Wong Yin Man, Ada

Miss Wong, aged 28, joined the Group in 2002 and was appointed an Executive Director of the Company in October 2005. She is also a Sourcing Specialist of Wong’s Electronics Co., Limited (“WEC”) and is in charge of the Purchasing of General Supplies and Outsourcing departments. She is also responsible for managing the Management Information System of WEC. She obtained a Bachelor degree in Industrial Engineering and a Master of Science in Engineering Management from University of Southern California.

Miss Wong is the daughter of Mr. Wong Chung Mat, Ben, the Chairman and Chief Executive Officer of the Company. She is a niece of Mr. Wong Chung Ah, Johnny, an Executive Director of the Company.

As at the Latest Practicable Date, Miss Wong is deemed to be interested in 74,810,699 shares of the Company (approximately 16.02% of the issued share capital of the Company) within the meaning of Part XV of the SFO. These shares were held by Salop Investment Limited (which was in turn wholly owned by Batsford Limited) for a discretionary trust of which Miss Wong is one of the beneficiaries and Mr. Wong Chung Mat, Ben is regarded as the founder by virtue of the SFO. Salop Investment Limited and Batsford Limited are both substantial shareholders of the Company. Save for the facts disclosed herein and her deemed interests in Salop Investment Limited, Miss Wong does not have any relationship with any Directors, senior management, substantial or controlling shareholders of the Company.

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LETTER FROM THE CHAIRMAN

Miss 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 Bye-laws of the Company. There is no service contract signed between the Company and Miss Wong for service as Director. Pursuant to the Company’s Bye-laws, Miss Wong shall retire from office no later than the third annual general meeting of the Company after she was last elected or reelected. Therefore, the term of appointment of Miss Wong is effectively three years. The total amount of the directors’ emoluments received by Miss Wong for the year ended 31st December, 2005 was HK$185,500. The Directors’ emoluments are determined by reference to her performance and the profitability of the Company.

AMENDMENTS TO BYE-LAWS

On 1st March, 2006, the Listing Rules were amended to provide that a director may be removed by an ordinary resolution in general meeting instead of a special resolution. Accordingly, the Directors proposed to amend the Bye-laws of the Company to reflect such change.

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 any Director; 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.

GENERAL INFORMATION

The notice of the Annual General Meeting is set out on pages 4 to 7 of the Annual Report.

A form of proxy for the Annual General Meeting is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed on it and return it to the principal office of the Company at Wong’s Industrial Centre, 180A Wai Yip Street, Kwun Tong, Kowloon, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.

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LETTER FROM THE CHAIRMAN

The Directors are of the opinion that the proposals in relation to the re-election of Directors and the amendments to the Bye-laws of the Company are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors recommend you to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully, By order of the Board Wong’s International (Holdings) Limited Wong Chung Mat, Ben Chairman and Chief Executive Officer

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