Brockman Mining Limited — Proxy Solicitation & Information Statement 2011

Dec 14, 2011

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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WAH NAM INTERNATIONAL HOLDINGS LIMITED 華南投資控股有限公司[*]

(incorporated in Bermuda with limited liability) (SEHK stock code: 159) (ASX stock code: WNI)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of Wah Nam International Holdings Limited (the “ Company ”) will be held at Room 2805, 28/F., West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Sheung Wan, Hong Kong on Friday, 6 January 2012 at Hong Kong time 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions with or without amendments:

ORDINARY RESOLUTIONS

1. “ THAT

2. (a) the execution of the conditional subscription agreement dated 12 December 2011 (the “ Subscription Agreement ”, a copy of which is marked “A” and initialled by the chairman of the SGM for identification purpose and tabled at the SGM) made between the Company (as issuer) and Ocean Line Holdings Limited (as subscriber) (the “ Subscriber ”), pursuant to which the Subscriber has agreed to subscribe for an aggregate of 555,100,000 shares of HK$0.10 each in the capital of the Company (“ Subscription Shares ”) and the convertible bonds in the aggregate principal amount of HK$173,940,000 (“ Convertible Bonds ”) to be issued by the Company, and all transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

3. (b) the allotment and issue of the Subscription Shares to the Subscriber pursuant to the terms of the Subscription Agreement be and are hereby approved;

4. (c) the creation and issue by the Company of the Convertible Bonds to the Subscriber pursuant to the terms of the Subscription Agreement be and are hereby approved;

5. (d) the allotment and issue of shares in the capital of the Company upon the exercise of the conversion rights attaching to the Convertible Bonds be and are hereby approved; and

* for identification purpose only

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• (e) the directors of the Company (“ Directors ”) or a duly authorised committee of the board of Directors be and are hereby authorised to do all such acts and things (including, without limitation, signing, executing (under hand or under seal), perfecting and delivery of all agreements, documents and instruments) which are in their opinion, necessary, appropriate, desirable or expedient to implement or to give effect to the terms of the Subscription Agreement and all transactions contemplated thereunder and all other matters incidental thereto or in connection therewith and to agree to and make such variation, amendment and waiver of any of the matters relating thereto or in connection therewith that are, in the opinion of the Directors, not material to the terms of the Subscription Agreement and all transactions contemplated thereunder and are in the interests of the Company.”

• “ THAT

• (a) the execution of the conditional underwriting agreement dated 12 December 2011 (the “ Underwriting Agreement ”, a copy of which is marked “B” and initialled by the chairman of the SGM for identification purpose and tabled at the SGM) made between the Company (as issuer) and REORIENT Financial Markets Limited (as the placing agent) (the “ Placing Agent ”), pursuant to which the placing agent has agreed to place, on a fully underwritten basis, an aggregate of 130,000,000 shares of HK$0.10 each in the capital of the Company (“ Placing Shares ”) to be issued by the Company, and all transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

• (b) the allotment and issue of the Placing Shares pursuant to the terms of the Underwriting Agreement be and are hereby approved; and

• (c) the Directors or a duly authorised committee of the board of Directors be and are hereby authorised to do all such acts and things (including, without limitation, signing, executing (under hand or under seal), perfecting and delivery of all agreements, documents and instruments) which are in their opinion, necessary, appropriate, desirable or expedient to implement or to give effect to the terms of the Underwriting Agreement and all transactions contemplated thereunder and all other matters incidental thereto or in connection therewith and to agree to and make such variation, amendment and waiver of any of the matters relating thereto or in connection therewith that are, in the opinion of the Directors, not material to the terms of the Underwriting Agreement and all transactions contemplated thereunder and are in the interests of the Company.”

3. “ THAT

• (a) the acquisition of the issued shares of Brockman Resources Limited (“ BRM ”) pursuant to the conditional takeover offer (the “ Conditional Offer ”) by Wah Nam Australia Pty Ltd (“ WN Australia ”) to acquire all the issued ordinary shares of BRM (not already owned by WN Australia) as announced in the announcement (the “ Announcement ”) of the Company dated 12 December 2011 and the allotment and issue of new ordinary shares (the “ Consideration WN Shares ”) of HK$0.10 each in the share capital of the Company as part of the consideration under the Conditional Offer, details of which are set out in the circular (the “ Circular ”) to the shareholders of the Company dated 15 December 2011 be and are hereby ratified, confirmed and approved and the directors (the “ Directors ”) of the

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Company be and are hereby authorised to do all such acts and things and execute all such documents which they consider necessary, desirable or expedient for the implementation of and giving effect to the Conditional Offer and the transactions contemplated thereunder;

• (b) the acquisition of the options issued by BRM carrying rights to subscribe for new shares of BRM (each a “ BRM Share ”) at an exercise price of AUD1.25 per BRM Share (the “ AUD1.25 BRM Options ”) and AUD1.30 per BRM Share (the “ AUD1.30 BRM Options ”) pursuant to the conditional offer (the “ Options Offer ”) to acquire all the AUD1.25 BRM Options and the AUD1.30 BRM Options as announced in the Announcement and the allotment and issue of the Consideration WN Shares as part of the consideration under the Options Offer, details of which are set out in the Circular be and are hereby ratified, confirmed and approved and the Directors be and are hereby authorised to do all such acts and things and execute all such documents which they consider necessary, desirable or expedient for the implementation of and giving effect to the Options Offer and the transactions contemplated thereunder;

• (c) the allotment and issue of the Consideration WN Shares to the shareholders of BRM and the holders of the AUD1.25 BRM Options and the AUD1.30 BRM Options who accept the Conditional Offer and the Options Offer respectively be and is hereby approved and any Director be and is hereby authorised to allot and issue the Consideration WN Shares in accordance with the terms of the Conditional Offer and the Options Offer and to take all steps necessary, desirable or expedient in his opinion to implement or give effect to the allotment and issue of the Consideration WN Shares; and

• (d) the Directors be and are hereby generally and unconditionally authorised to do all such further acts and things and to sign and execute all such other or further documents (if any) and to take all such steps which in the opinion of the Directors as may be necessary, appropriate, desirable or expedient to implement and/or give effect to the transactions (the “ Offers Transactions ”) set out in this resolution and to agree to any variation, amendments, supplement or waiver of matters relating thereto as are, in the opinion of the Directors, in the interests of the Company, to the extent that such variation, amendment, supplement or waiver do not constitute material changes to the material terms of the Offers Transactions.”

• “ THAT

• (a) the maximum remuneration per annum in aggregate for executive Directors previously fixed at AUD2 million (equivalent to approximately HK$15.8 million) be removed; and

• (b) the board of Directors be authorised to fix the remuneration of the executive Directors.”

By order of the board Wah Nam International Holdings Limited Luk Kin Peter Joseph Chairman

Hong Kong, 15 December 2011

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Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Head office and principal place of business in Hong Kong: Room 2805, 28/F., West Tower Shun Tak Centre 168-200 Connaught Road Central Sheung Wan, Hong Kong

Notes:

1. A member entitled to attend and vote at the SGM 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 SGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of WN Shares in respect of which each such proxy is so appointed.

2. A form of proxy for use at the SGM is enclosed. Whether or not you intend to attend the SGM in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the SGM 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. 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 3169 3630 no later than 11:00 a.m. (WST) on 4 January 2012.

As at the date of this announcement, the board of Directors comprises Mr. Luk Kin Peter Joseph, Mr. Chan Kam Kwan, Jason and Mr. Chu Chung Yue, Howard as executive Directors, and Mr. Lau Kwok Kuen, Eddie, Mr. Uwe Henke Von Parpart and Mr. Yip Kwok Cheung, Danny as independent non-executive Directors.

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Wah Nam International Holdings Limited

ARBN 143 211 867

Lodge your vote:

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

000001 000 WNI MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form - For Securityholders on the Australian Register Only

 For your vote to be effective it must be received by 11:00am (WST) on Wednesday, 4 January 2012

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: Under this proxy form, you can appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company. Completion and delivery of this proxy form shall not preclude you from attending and voting in person if you so wish.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form

 www.investorcentre.com

View your securityholder information, 24 hours a day, 7 days a week:

Your secure access information is:

Review your securityholding

SRN/HIN: I9999999999

Update your securityholding

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

916CR_0_Sample_Proxy/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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I9999999999
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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

I 9999999999 I ND

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Proxy Form

Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Wah Nam International Holdings Limited hereby appoint

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the Chairman

of the Meeting

OR

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Special General Meeting of Wah Nam International Holdings Limited to be held at Room 2805, 28/F West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Sheung Wan, Hong Kong on Friday, 6 January 2012 at 11:00am (HKT), (WST) and at any adjournment of that meeting.

Items of Business



PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Ordinary	Resolutions	Resolutions	For	Against	Against	Abstain	Abstain	Abstain
Resolution	1	To approve the execution of the Subscription Agreement, the allotment and issue of the Subscription
		Shares, the creation and issue of the Convertible Bonds and the allotment and issue of the Conversion
		Shares.
Resolution	2	To approve the execution of the Underwriting Agreement and the allotment and issue of the Placing
		Shares.
Resolution	3	To approve the acquisition of BRM Shares pursuant to the Conditional Offer, the acquisition of the AUD1.25 BRM Options and AUD1.30 BRM Options pursuant to the Options Offer and the allotment and
		issue of the relevant Consideration WN Shares.
Resolution	4	To approve the removal of the maximum remuneration limit for executive Directors and to authorise the
		Board to fix the remuneration for the executive Directors.

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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SIGN
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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