Brockman Mining Limited — Proxy Solicitation & Information Statement 2003

Apr 17, 2003

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.

WONG’S INTERNATIONAL (HOLDINGS) LIMITED (Incorporated in Bermuda with limited liability)

GENERAL MANDATES TO ISSUE AND

REPURCHASE SHARES

A notice convening the Annual General Meeting of Wong’s International (Holdings) Limited to be held at Island Ballroom, Level 5, Island Shangri-La Hong Kong, Pacific Place, Supreme Court Road, Hong Kong at 12:00 noon on Tuesday, 20th May, 2003 is set out on pages 4 to 7 of the Annual Report despatched together with this circular. 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.

17th April, 2003

DEFINITIONS

• “Annual General Meeting”

the annual general meeting of the Company to be held at Island Ballroom, Level 5, Island Shangri-La Hong Kong, Pacific Place, Supreme Court Road, Hong Kong at 12:00 noon on Tuesday, 20th May, 2003

• “Board” or “Directors”

the board of directors of the Company

• “Company”

• Wong’s International (Holdings) Limited

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong Dollars, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date” 10th April, 2003, being the latest practicable date prior to the printing of this circular

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

• “Repurchase Mandate”

• the general mandate to be granted to the Directors to exercise the power of the Company to repurchase Shares of the Company up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company at the date of passing Resolution 6 set out in the notice convening the Annual General Meeting

• “Shareholders”

• holders of Shares

• “Shares”

• shares of HK$0.10 each in the capital of the Company

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

• “Takeovers Code”

The Hong Kong Code on Takeovers and Mergers

– 1 –

LETTER FROM THE CHAIRMAN

WONG’S INTERNATIONAL (HOLDINGS) LIMITED

(Incorporated in Bermuda with limited liability)

Executive Directors:

Wong Chung Mat, Benedict (Chairman) Wong Chung Yin, Michael (Vice Chairman) Wong Chung Ah, Johnny Chan Tsze Wah, Gabriel Chan Wing Kwong, Paulus Tan Chang On, Lawrence

Non-Executive Directors:

Dr. the Hon. Li Ka Cheung, Eric, O.B.E., J.P. Dr. Yu Sun Say, S.B.S., J.P.

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

Registered Office: Clarendon House Church Street Hamilton HM11 Bermuda

17th April, 2003

To the Shareholders

Dear Sir and Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting to grant to the Directors general mandates to issue and repurchase Shares of the Company.

GENERAL MANDATES

At the annual general meeting of the Company on 31st May, 2002, ordinary resolutions were passed by the then shareholders of the Company giving general unconditional mandates to the Directors to:

• (i) issue, allot and deal with additional Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing such resolution;

• (ii) repurchase Shares not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing such resolution; and

• (iii) extend the general mandate as mentioned in paragraph (i) above by the amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the general mandate as mentioned in paragraph (ii) above.

– 2 –

LETTER FROM THE CHAIRMAN

The above general mandates will lapse at the conclusion of the Annual General Meeting. It is therefore proposed to seek your approval to renew these general mandates by way of ordinary resolutions at the Annual General Meeting.

The relevant resolutions are set out as Resolutions 5 to 7 in the notice of the Annual General Meeting. The general mandates, if refreshed in the Annual General Meeting, will be valid up to: (a) the conclusion of the next annual general meeting of the Company; or (b) 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 (c) the revocation or variation of these resolutions by an ordinary resolution of the shareholders of the Company in general meeting, whichever occurs first.

EXPLANATORY STATEMENT

The explanatory statement, required by the Listing Rules to be sent to Shareholders in connection with the Repurchase Mandate, is set out in the Appendix to this circular. The explanatory statement contains all information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolutions relating to the Repurchase Mandate at the Annual General Meeting.

GENERAL INFORMATION

A notice of the Annual General Meeting is set out on pages 4 to 7 of the Annual Report despatched together with this circular.

A form of proxy for the Annual General Meeting is also enclosed. 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.

RECOMMENDATION

The Directors are of the opinion that the proposals referred to above 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, Benedict Chairman

– 3 –

EXPLANATORY STATEMENT

APPENDIX

This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) of the Listing Rules to be given to Shareholders to enable them to make an informed decision on whether to vote for or against the resolutions relating to the Repurchase Mandate.

(a) Exercise of the repurchase mandate

Resolutions 6 and 7 set out in the notice of the Annual General Meeting will, if passed, give a general unconditional mandate to the Directors authorising the repurchase by the Company of up to 10% of the fully paid Shares in issue at the date of the Annual General Meeting at any time from the passing of these resolutions until the end of the Relevant Period as defined in Resolution 6 set out in the notice of the Annual General Meeting.

Accordingly, exercise in full of the Repurchase Mandate (on the basis of 466,921,794 Shares in issue as at the Latest Practicable Date) would result in up to 46,692,179 Shares being repurchased by the Company during the Relevant Period. This is based on the assumptions that no further Shares will be issued and no further Shares will be repurchased after the Latest Practicable Date up to the date of the Annual General Meeting.

(b) Reasons for repurchases

The Directors believe that it is in the best interests of the Company and its shareholders to have a general authority from Shareholders to enable the Directors to repurchase Shares. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its shareholders.

(c) Funding of repurchases

In repurchasing securities, the Company may only apply funds legally available for such purpose in accordance with the laws of Bermuda and the Memorandum of Association and the Bye-laws of the Company. Repurchases may be funded from capital paid up on the purchased securities, profits otherwise available for dividends or the proceeds of a new issue of shares made for the purpose. Such funds may include borrowings or other working capital sources.

If the Repurchase Mandate is exercised in full, there might be a material adverse effect on the working capital or gearing position of the Group as compared with the position disclosed in the audited consolidated financial statements as at 31st December, 2002. However, the Directors have no intention to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or gearing levels of the Group which in the opinion of the Directors are from time to time appropriate for the Group unless the Directors determine that such repurchases are, taking into account of all relevant factors, in the best interests of the Group.

(d) Share prices

The Company has not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date. The highest and lowest prices at which Shares of the Company have been traded on the Stock Exchange during each

– 4 –

EXPLANATORY STATEMENT

APPENDIX

of the months from April 2002 up to and including the Latest Practicable Date were as follows:

follows:
		Shares
	Lowest		Highest
	HK$		HK$
2002
April	3.275		3.450
May	2.725		3.625
June	2.675		2.875
July	2.500		2.700
August	2.475		2.575
September	2.500		3.400
October	0.930		3.025
November	0.980		1.030
December	1.010		1.340
2003
January	1.150		1.290
February	1.200		1.300
March	1.200		1.300
April (up to the Latest Practicable Date)	1.240		1.540

(e) General

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates currently intends to sell any Shares to the Company under the Repurchase Mandate if the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the laws of Bermuda.

If as a result of a share repurchase by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purpose of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could, depending on the level of increase in shareholding interest(s), obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. In the event that any exercise of the Repurchase Mandate would have such a consequence, the Directors do not currently expect that they would exercise the mandate to such an extent.

As at the Latest Practicable Date, W. S. Wong & Sons Company Limited (“WSW&S”) was beneficially interested in approximately 51.65% of the issued share capital of the Company. In the event that the Company exercises the Repurchase Mandate in full, the beneficial interest of WSW&S in the Company will increase to approximately 57.39%. Accordingly, WSW&S would not be required under the Takeovers Code to make an offer for all the issued securities of the Company pursuant to such increase.

No connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by Shareholders.

– 5 –