Global Mastermind Holdings Limited — Proxy Solicitation & Information Statement 2003

Mar 31, 2003

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, 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 Trasy Gold Ex Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) 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.

TRASY GOLD EX LIMITED 卓施金網有限公司

(Incorporated in Cayman Islands with limited liability)

PROPOSAL FOR GENERAL MANDATE TO ISSUE SHARES

A notice convening the annual general meeting of Trasy Gold Ex Limited (the “Company”) to be held at 9:30 a.m. on Wednesday, 23rd April 2003 at 1st Floor, Cheung Fat Building, 7-9 Hill Road, Western District, Hong Kong (the “AGM”) is contained in the annual report of the Company for the year ended 31st December 2002. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the AGM. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjourned meeting should you so wish.

This circular, for which the directors of the Company (the “Directors”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (i) the information contained in this circular is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement herein misleading; and (iii) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

This circular will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com or at least 7 days from the date of its publication and on the website of the Company at www.trasy.com.

31st March 2003

LETTER FROM THE BOARD

TRASY GOLD EX LIMITED 卓施金網有限公司

(Incorporated in Cayman Islands with limited liability)

Directors:

Mr. SIT Chun Sze (Chairman) Mr. CHAN Kee Chee, Keith Mr. IP Tak Chuen, Edmond * Dr. LEUNG Ping Hung, Karl Richard * Ms. CHEUNG Lai Kai, Edwina ** Ms. CHAN Choi Ling **

Registered office: Century Yard Cricket Square Hutchins Drive P.O. Box 2681 GT George Town Grand Cayman British West Indies

• Non-executive Directors

** Independent Non-executive Directors

Head office and principal place of business: 14th Floor Cheung Fat Building 7-9 Hill Road Western District Hong Kong

31st March 2003

To the holders of the Shares (the “Shareholders”)

Dear Sir or Madam,

PROPOSAL FOR GENERAL MANDATE TO ISSUE SHARES

INTRODUCTION

At the AGM, resolution will be proposed to seek approval of the Shareholders in respect of, among other matters, general mandate to be given to the Directors to issue new Shares.

The purpose of this circular is to provide you with further information on the general mandate to issue new Shares.

In this circular, “Shares” means ordinary shares of HK$0.01 each in the share capital of the Company.

– 1 –

LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE SHARES

On 30th April 2002, resolution was passed by the then shareholders of the Company giving general unconditional mandate to the Directors to allot, issue and deal with additional Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution on 30th April 2002.

The above general mandate will lapse at the conclusion of the AGM. It is therefore proposed to seek your approval of the ordinary resolution to be purposed at the AGM to renew the general mandate to the Directors to issue new Shares.

At the AGM, an ordinary resolution will be proposed to grant a general mandate to the Directors to allot, issue and otherwise deal with new Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution, being 23rd April 2003 (the “AGM Date”) during the period from the AGM Date to the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period which the next annual general meeting of the Company is required by the Memorandum and Articles of Association of the Company, or any other applicable law of the Cayman Islands to be held; or (c) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors by the resolution to be passed at the AGM.

The Directors do not have any present intention to issue any new Shares under the general mandate to be sought at the AGM.

PROXY

A form of proxy for use at the AGM is enclosed. Whether or not you are able to attend the AGM in person, you are requested to complete and return the form of proxy to the Company’s registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM or any adjourned meeting should you so wish.

RECOMMENDATION

The board of Directors (the “Board”) is of the opinion that the proposed granting of general mandate to issue new Shares is in the interest of the Company. Accordingly, the Board recommends the Shareholders to vote in favour of the resolution no. 4 as set out in the notice of the AGM.

– 2 –

LETTER FROM THE BOARD

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

By Order of the Board Sit Chun Sze Chairman

– 3 –