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Brockman Mining Limited AGM Information 2021

Oct 11, 2021

48994_rns_2021-10-11_c12b288c-498f-4693-938a-efa407ceb57d.pdf

AGM Information

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THIS DOCUMENT 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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Brockman Mining Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

BROCKMAN MINING LIMITED 布萊克萬礦業有限公司 *

(incorporated in Bermuda with limited liability)

(SEHK Stock Code: 159) (ASX Stock Code: BCK)

GRANT OF GENERAL MANDATE TO ISSUE NEW SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice of the Annual General Meeting to be held at Unit 3903B, 39th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on Friday, 26 November 2021 at Hong Kong time 10:00 a.m. is set out on pages 9 to 12 of this circular. Whether or not you intend to attend and vote at the Annual General Meeting or any adjourned meeting in person, you are requested to complete and return the relevant enclosed form of proxy in accordance with the instructions printed thereon.

If your shares in the Company are recorded under the Company’s Hong Kong branch registrar or the Company’s Bermuda principal registrar, please complete the Hong Kong proxy form and return it to the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. Please read and follow the instructions, including the deadline, on the Hong Kong proxy form to lodge the form.

If your shares in the Company are recorded under the Company’s Australia branch registrar, please complete the Australia proxy form and return it to the Company’s branch share registrar in Australia, Computershare Investor Services Pty Limited. Please read and follow the instructions, including the deadline, on the Australia proxy form to lodge the form.

Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting should you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see page ii of this Circular for measures being taken to try to prevent and control the spread of the COVID-19 at the Annual General Meeting, including:

  • compulsory temperature checks

  • compulsory wearing of surgical face masks

  • no refreshments will be served

Any person who does not comply with the precautionary measures may be denied entry into the Annual General Meeting venue. The Company reminds Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attending the Annual General Meeting in person.

12 October 2021

* for identification purpose only

CONTENTS

Page
Precautionary Measures for the Annual General Meeting ...........................................................
ii
Responsibility Statement..............................................................................................................
iii
Defnitions ....................................................................................................................................
1
Letter from the Board ...................................................................................................................
3
Notice of Annual General Meeting ..............................................................................................
9

– i –

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing Novel Coronavirus (COVID-19) epidemic, the Company will implement the following preventive measures at the Annual General Meeting to protect attending Shareholders, staff and other stakeholders from the risk of infection:

  • (i) Compulsory body temperature checks will be conducted on every attendee at the entrance of the Annual General Meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the Annual General Meeting venue.

  • (ii) All attendees may be asked whether (a) he/she travels outside of Hong Kong within the 14-day period immediately before the Annual General Meeting; and (b) he/she is subject to any Hong Kong Government prescribed quarantine. Anyone who responds positively to any of these questions will be denied entry into the meeting venue. We will also report to relevant authorities for the breach of quarantine required.

  • (iii) The Company requires attendees to wear surgical face masks inside the Annual General Meeting venue at all times, and to maintain a safe distance between seats.

  • (iv) No refreshments will be served.

To the extent permitted under law, the Company reserves the right to deny entry into the Annual General Meeting venue or require any person to leave the Annual General Meeting venue in order to ensure the safety of the attendees at the Annual General Meeting.

In the interest of all stakeholders’ health and safety and consistent with recent COVID-19 guidelines issued by the Government of Hong Kong (available at www.chp.gov.hk/en/ features/102742.html), the Company reminds all Shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting instead of attending the Annual General Meeting in person.

– ii –

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

– iii –

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context indicates otherwise:

“Annual General Meeting” the annual general meeting of the Company to be held at Unit or “AGM” 3903B, 39th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on Friday, 26 November 2021 at Hong Kong time 10:00 a.m., or any adjournment thereof (or as the case may be) “ASX” ASX Limited (trading as the Australian Securities Exchange) “ASX Listing Rules” the listing rules of ASX “Board” the board of Directors “Bye-laws” the bye-laws of the Company “Company” Brockman Mining Limited, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the main board of the Stock Exchange and on ASX “Directors” the directors of the Company “General Mandate” a general mandate proposed to be granted to the Directors to exercise all the powers to allot, issue and deal with new Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the ordinary resolution in relation thereof “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “HK Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

– 1 –

DEFINITIONS

“Latest Practicable Date” 8 October 2021, being the latest practicable date prior to the
printing of this circular for ascertaining certain information
contained herein
“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws
of Hong Kong) as amended from time to time
“Share(s)” the ordinary share(s) of HK$0.10 each in the share capital of
the Company
“Share Option(s)” the option(s) granted under the Share Option Scheme to
subscribe for Shares in accordance with the Share Option
Scheme
“Share Option Scheme” the share option scheme adopted by the Company on 13
November 2012
“Shareholder(s)” the holder(s) of the Share(s)
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“%” per cent.

– 2 –

LETTER FROM THE BOARD

BROCKMAN MINING LIMITED 布萊克萬礦業有限公司 *

(incorporated in Bermuda with limited liability)

(SEHK Stock Code: 159)

(ASX Stock Code: BCK)

Non-Executive Directors: Registered office: Mr. Kwai Sze Hoi (Chairman) Clarendon House Mr. Liu Zhengui (Vice Chairman) 2 Church Street Mr. Ross Stewart Norgard Hamilton HM 11 Bermuda

Executive Directors:

Mr. Kwai Kwun, Lawrence Head office and principal place of Mr. Chan Kam Kwan, Jason (Company Secretary) business in Hong Kong: Mr. Colin Paterson Unit 3903B, 39th Floor Far East Finance Centre Independent non-executive Directors: 16 Harcourt Road Mr. Yap Fat Suan, Henry Admiralty Mr. Choi Yue Chun, Eugene Hong Kong Mr. David Rolf Welch

12 October 2021

To the Shareholders

Dear Sir or Madam,

GRANT OF GENERAL MANDATE TO ISSUE NEW SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding certain resolutions to be proposed at the Annual General Meeting to enable you to make decisions on whether to vote for or against those resolutions.

* for identification purpose only

– 3 –

LETTER FROM THE BOARD

At the Annual General Meeting, resolutions, amongst others, will be proposed for the Shareholders to approve (i) the General Mandate; and (ii) the re-election of Directors.

A notice of the Annual General Meeting to be held at Unit 3903B, 39th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on Friday, 26 November 2021 at Hong Kong time 10:00 a.m. is set out on pages 9 to 12 of this circular. Whether or not you intend to attend and vote at the Annual General Meeting or any adjourned meeting in person, you are requested to complete and return the relevant enclosed form of proxy in accordance with the instructions printed thereon.

If your shares in the Company are recorded under the Company’s Hong Kong branch registrar or the Company’s Bermuda principal registrar, please complete the Hong Kong proxy form and return it to the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. Please read and follow the instructions, including the deadline, on the Hong Kong proxy form to lodge the form.

If your shares in the Company are recorded under the Company’s Australia branch registrar, please complete the Australia proxy form and return it to the Company’s branch share registrar in Australia, Computershare Investor Services Pty Limited. Please read and follow the instructions, including the deadline, on the Australia proxy form to lodge the form.

Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting should you so wish.

GENERAL MANDATE TO ISSUE NEW SHARES

At the Annual General Meeting of the Company held on 20 November 2020, an ordinary resolution was proposed to approve the General Mandate to the Directors to allot, issue and otherwise deal with shares not exceeding 20% of the nominal amount of the share capital of the Company in issue at the date of passing such resolution. The existing general mandate will lapse at the conclusion of the forthcoming Annual General Meeting, unless renewed at that meeting.

The Directors consider that it is in the best interests of the Company and its Shareholders to grant the General Mandate to the Directors to enhance the flexibility of any possible fund raising or acquisition. As at the Latest Practicable Date, the number of Shares in issue were 9,279,232,131. Assuming no further Shares will be issued before the date of the Annual General Meeting, the Directors would be granted a General Mandate to issue up to a maximum of 1,855,846,426 Shares.

The General Mandate, if granted, will continue in force until (a) the conclusion of the next annual general meeting of the Company after the Annual General Meeting; or (b) it is revoked or varied by an ordinary resolution passed in a general meeting of the Company, whichever occurs first.

– 4 –

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

Pursuant to the Bye-laws 86 and 87, Messrs. Kwai Sze Hoi, Liu Zhengui and Chan Kam Kwan, Jason, shall retire and being eligible, have offered themselves for re-election at the Annual General Meeting.

Mr. Kwai Sze Hoi

Mr. Kwai Sze Hoi, aged 71. Mr. Kwai joined the Company in June 2012. He is the Chairman of the Group. Mr. Kwai graduated from Anhui University in 1975. Mr. Kwai has more than 40 years experience in international shipping and port operation businesses and is a successful entrepreneur. In 1990, he founded Ocean Line Holdings Ltd (“ Ocean Line ”). Ocean Line wholly owns, operates and manages a fleet of total deadweight tonnage of 4 million metric tonnes, with routes running worldwide. Ocean Line also has investments in infrastructure and operates other shipping related businesses including ports, terminals, warehouses, logistics, and crew manning etc. The diversified operations of Ocean Line put it in a highly competitive position globally. In addition, Ocean Line has investments in mining, real estate, financial services, securities, trading and hotel businesses. Mr. Kwai is also the chairman and an executive director of Ocean Line Port Development Limited, which is listed on the GEM of the Stock Exchange. Mr. Kwai is the father of Mr. Kwai Kwun, Lawrence, an Executive Director of the Company.

Save as disclosed above, as at the Latest Practicable Date, Mr. Kwai did not have any directorship in other listed public companies in the last three years.

As at the Latest Practicable Date, Mr. Kwai is interested in 2,718,248,137 share of the Company (“ Shares ”) within the meaning of Part XV of the Securities and Futures Ordinance (“ SFO ”), representing approximately 29.29% of the issued share capital of the Company. Ocean Line Holdings Limited, a company held as to 60% by Mr. Kwai and 40% by his spouse, is interested in 2,426,960,137 Shares. Mr. Kwai and Mrs. Kwai jointly hold 60,720,000 Shares. Mr. Kwai and Mrs. Kwai hold 206,072,000 and 24,496,000 Shares respectively.

Mr. Kwai has entered into a service contract with the Company. Mr. Kwai is not appointed for a fixed term and will be subject to retirement by rotation and re-election at the Company’s annual general meetings in accordance with the Bye-laws of the Company and the HK Listing Rules. He is currently entitled to a nominal annual director fee of HK$1 as a token payment for his service as a director. Any discretionary bonus in the future will be determined by the remuneration committee of the Company with reference to his duties, responsibilities and contribution to the Group.

Save as disclosed above, as at the Latest Practicable Date, Mr. Kwai did not have any relationship with any directors, senior management or substantial and controlling shareholders of the Company.

– 5 –

LETTER FROM THE BOARD

There is no information relating to Mr. Kwai that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the HK Listing Rules. Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders of the Company regarding the appointment of Mr. Kwai.

Mr. Liu Zhengui

Mr Liu Zhengui, aged 74. Mr. Liu joined the Company in April 2012 and became the Vice Chairman of the Company in June 2012. Mr. Liu has over 40 years of experience in corporate finance and capital management. He holds a bachelor’s degree in management engineering from Hefei University of Technology. He is currently a director of Shandong School of Economics and Social Development (山東社會經濟發展研究院) and is the chairman of Shandong Dongyin Investment Management Co., Ltd (山東東銀投資管理有限公司). He is also a financial consultant of the Shandong provincial government. During the period 2004 to 2009, Mr. Liu was the chairman of Bank of China Group Investment Limited (BOCGI). Prior to that, he served as the chief executive of Bank of China’s branches in three different provinces for 16 years.

Save as disclosed above, as at the Latest Practicable Date, Mr. Liu did not have any directorship in other listed public companies in the last three years.

As at the Latest Practicable Date, Mr. Liu has 1,500,000 Shares Options of the Company.

Mr. Liu has entered into a letter of appointment with the Company for a fixed term of three years and will be subject to retirement by rotation and re-election at the Company’s annual general meetings in accordance with the Bye-laws of the Company and the HK Listing Rules. He is currently entitled to an annual remuneration of HK$240,000 which is determined by the remuneration committee of the Company with reference to his duties, responsibilities and contribution to the Company. Such will be reviewed by the remuneration committee on a regular basis.

Save as disclosed above, as at the Latest Practicable Date, Mr. Liu did not have any relationship with any directors, senior management or substantial and controlling shareholders of the Company.

There is no information relating to Mr. Liu that is required to be disclosed pursuant to Rule 13.51(2) (h) to (v) of the HK Listing Rules. Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders of the Company regarding the appointment of Mr. Liu.

– 6 –

LETTER FROM THE BOARD

Mr Chan Kam Kwan, Jason

Mr. Chan Kam Kwan, Jason, aged 48, joined the Company in January 2008. He is the Company Secretary and a member of the Executive Committee. Mr. Chan graduated from the University of British Columbia in Canada with a Bachelor of Commerce Degree and he holds a certificate as a Certified Public Accountant issued by the Washington State Board of Accountancy in the United States of America. He has extensive experience in corporate finance.

Mr. Chan is currently an independent non-executive director of Canvest Environmental Protection Group Company Limited (Stock Code: 1381) and 1957 & Co. (Hospitality) Limited (Stock Code: 8495), which are listed on the Main Board and the GEM of the Stock Exchange respectively. He was an executive director of Lajin Entertainment Network Group Limited (Stock Code: 8172), which is listed on the GEM of the Stock Exchange, until 31 October 2018.

Save as disclosed above, as at the Latest Practicable Date, Mr. Chan did not have any directorship in other listed public companies in the last three years.

As at the Latest Practicable Date, Mr. Chan has 10,000,000 Shares Options of the Company.

Mr. Chan has entered into a service contract with the Company. He is not appointed for a fixed term and will be subject to retirement by rotation and re-election at the Company’s annual general meetings in accordance with the Bye-laws of the Company and the HK Listing Rules. He is currently entitled to an annual remuneration of HK$1,000,000, which is determined by the remuneration committee of the Company with reference to his duties, responsibilities and contribution to the Company. Such will be reviewed by the remuneration committee on a regular basis.

Save as disclosed above, as at the Latest Practicable Date, Mr. Chan does not have any relationship with any directors, senior management or substantial and controlling shareholders of the Company.

There is no information relating to Mr. Chan that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the HK Listing Rules. Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders of the Company regarding the appointment of Mr. Chan.

RECOMMENDATION

Pursuant to Rule 13.39(4) of the HK Listing Rules, all votes at the Annual General Meeting will be taken by poll and the Company will announce the results of the poll in the manner described under Rule 13.39(5) of the HK Listing Rules.

– 7 –

LETTER FROM THE BOARD

The Directors consider that all the proposed resolutions at the Annual General Meeting are in the best interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend all Shareholders to vote for all the resolutions, including the resolutions relating to (i) the General Mandate; and (ii) the re-election of the Directors, which include Messrs. Kwai Sze Hoi, Liu Zhengui and Chan Kam Kwan, Jason.

None of the Shareholders has a material interest in the aforesaid proposed resolutions and therefore, no Shareholder is required to abstain from voting.

A form of proxy for use by Shareholders at the Annual General Meeting is enclosed. Whether or not you intend to attend and vote at the Annual General Meeting or any adjourned meeting in person, you are requested to complete and return the relevant enclosed form of proxy in accordance with the instructions printed thereon.

If your shares in the Company are recorded under the Company’s Hong Kong branch registrar or the Company’s Bermuda principal registrar, please complete the Hong Kong proxy form and return it to the branch share registrar of the Company in Hong Kong, Tricor Secretaries Limited. Please read and follow the instructions, including the deadline, on the Hong Kong proxy form to lodge the form.

If your shares in the Company are recorded under the Company’s Australia branch registrar, please complete the Australia proxy form and return it to the Company’s branch share registrar in Australia, Computershare Investor Services Pty Limited. Please read and follow the instructions, including the deadline, on the Australia proxy form to lodge the form.

Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting should you so wish.

Yours faithfully, For and on behalf of the Board Brockman Mining Limited Chan Kam Kwan, Jason Company Secretary

– 8 –

NOTICE OF ANNUAL GENERAL MEETING

BROCKMAN MINING LIMITED 布萊克萬礦業有限公司 *

(incorporated in Bermuda with limited liability)

(SEHK Stock Code: 159) (ASX Stock Code: BCK)

NOTICE IS HEREBY GIVEN that the annual general meeting of Brockman Mining Limited (the “ Company ”) will be held at Unit 3903B, 39th Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on Friday, 26 November 2021 at Hong Kong time 10:00 a.m. (the “ AGM ”) for the following purposes:

AS ORDINARY BUSINESS

  1. To receive and adopt the audited financial statements and reports of the directors and the independent auditor of the Company for year ended 30 June 2021.

  2. (a) To re-elect the retiring directors as follows:

    • (i) Mr. Kwai Sze Hoi;

    • (ii) Mr. Liu Zhengui; and

    • (iii) Mr. Chan Kam Kwan, Jason

  3. (b) To authorize the board of Directors of the Company to fix the Directors’ remuneration.

  4. To re-appoint Ernst & Young as independent auditors and to authorise the board of Directors of the Company to fix their remuneration.

* for identification purpose only

– 9 –

NOTICE OF ANNUAL GENERAL MEETING

AS SPECIAL BUSINESS

To consider and, if thought fit, pass with or without modifications, the following resolutions of the Company:

  1. THAT :

  2. (a) subject to paragraph (b) and (c) below, the exercise by the directors of the Company during the Relevant Period 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, options and rights of exchange or conversion which might require the exercise of such powers be and is hereby generally and unconditionally approved;

  3. (b) the approval in paragraph (a) shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

  4. (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval granted in paragraph (a), otherwise than pursuant to (i) a Rights Issue, or (ii) the share option schemes of the Company approved by the Stock Exchange or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company, shall not exceed the aggregate of 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and

  5. (d) for the purposes of this resolution:

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

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

– 10 –

NOTICE OF ANNUAL GENERAL MEETING

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the Company’s Bye-law to be held; and

  • (iii) the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Company in a general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the directors of the Company to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions 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 any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange, in any territory outside Hong Kong).”

By order of the Board Brockman Mining Limited Chan Kam Kwan, Jason Company Secretary

Hong Kong, 12 October 2021

Notes:

  1. A member entitled to attend and vote at the AGM is entitled to appoint one or more than one proxy to attend and, subject to the provisions of the Bye-laws of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the AGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number of the Shares in respect of which each such proxy is so appointed.

  2. A proxy form for use at the AGM is enclosed. Whether or not you intend to attend the AGM in person, you are encouraged to complete and return the enclosed proxy form in accordance with the instructions printed thereon. Completion and return of a proxy form will not preclude a member from attending in person and voting at the AGM or any adjournment thereof, should he so wish.

  3. If your shares in the Company are recorded under the Company’s Hong Kong share registrar or the Company’s Bermuda principal share registrar, please complete the Hong Kong proxy form and return it, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, to the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. Please read and follow the instructions, including the deadline, on the Hong Kong proxy form to lodge the form.

If your shares in the Company are recorded under the Company’s Australia share registrar, please complete the Australia proxy form and return it, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, to the Company’s branch share registrar in Australia, Computershare Investor Services Pty Limited. Please read and follow the instructions, including the deadline, on the Australia proxy form to lodge the form. You can appoint up to two proxies by lodging the Australia proxy form. Should you wish to appoint more proxies, please fax your written request to the Company at +852 2528 1510.

– 11 –

NOTICE OF ANNUAL GENERAL MEETING

  1. As at the date hereof, the board of directors of the Company comprises Mr. Kwai Sze Hoi (Chairman), Mr. Liu Zhengui (Vice Chairman) and Mr. Ross Stewart Norgard as non-executive directors; Mr. Kwai Kwun, Lawrence, Mr. Chan Kam Kwan, Jason (Company Secretary) and Mr. Colin Paterson as executive directors; Mr. Yap Fat Suan, Henry, Mr. Choi Yue Chun, Eugene and Mr. David Rolf Welch as independent non-executive directors.

  2. If tropical cyclone warning signal no. 8 or above is hoisted or “extreme conditions” caused by super typhoons or a black rainstorm warning signal is in force at 8:00 a.m. on Friday, 26 November 2021, the meeting will be postponed and further announcement for details of alternative meeting arrangements will be made. The meeting will be held as scheduled even when tropical cyclone warning signal no. 3 or below is hoisted, or an amber or red rainstorm warning signal is in force. You should make your own decision as to whether you would attend the meeting under bad weather conditions and if you should choose to do so, you are advised to exercise care and caution.

– 12 –