Huscoke Holdings Limited — Proxy Solicitation & Information Statement 2008

Oct 3, 2008

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HUSCOKE RESOURCES HOLDINGS LIMITED 和嘉資源控股有限公司

(formerly known as Frankie Dominion International Limited)

(Incorporated in Bermuda with limited liability)

(Stock code: 704)

website: http://www.huscoke.com

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Huscoke Resources Holdings Limited (formerly known as Frankie Dominion International Limited) will be held at 11:00 a.m. on 20 October 2008 at Elbrus Room, Pacific Place Conference Centre, 5/F., One Pacific Place, 88 Queensway, Hong Kong for the purposes of considering and, if thought fit, passing (with or without modification) the following ordinary resolutions:

1. “ THAT to the extent not already exercised, the mandate to allot, issue or otherwise deal with Shares (as defined in paragraph (d) below) given to the directors (“ Director s”) of Huscoke Resources Holdings Limited (formerly known as Frankie Dominion International Limited) (“ Company ”) at the annual general meeting of the Company held on 23 May 2008 be and is hereby revoked and replaced by the mandate THAT :

   • (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with additional Shares, and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) to subscribe for Shares, which would or might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

   • (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

   • (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:

     • (i) a Rights Issue (as defined below);

     • (ii) the exercise of any options granted under the share option scheme or similar arrangement for the time being adopted by the Company; or

     • (iii) any issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company and other relevant regulations; or

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• (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares;

shall not exceed the aggregate of:

• (aa) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and

• (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of the resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on 23 May 2008)

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purpose of this resolution:

“ Shares ” means shares of HK$0.10 each in the share capital of the Company or, if there has been a sub-division, consolidation, re-classification or re-construction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company of such nominal amount as shall result from any such sub-division, consolidation, re-classification or re-construction;

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

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

• (ii) 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 other applicable law of Bermuda to be held; or

• (iii) the date on which such mandate granted under this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting;

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

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1. “ THAT conditional upon resolution numbered 1 as set out in the Notice of Special General Meeting of Huscoke Resources Holdings Limited (formerly known as Frankie Dominion International Limited) (“ Company ”) dated 3 October 2008 being passed, the mandate granted to the directors (“ Directors ”) of the Company at the annual general meeting of the Company held on 23 May 2008 to extend the general mandate to allot, issue or otherwise deal with shares in the Company to shares repurchased by the Company be and is hereby revoked and replaced by the mandate THAT the Directors be and they are hereby authorised to exercise the authority referred to in paragraph (a) of resolution numbered 1 as set out in the Notice of Special General Meeting of the Company dated 3 October 2008 in respect of the share capital of the Company referred to in sub-paragraph (bb) of paragraph (c) of such resolution.”

Yours faithfully, By Order of the Board Huscoke Resources Holdings Limited Lam Po Kwai Frankie Director

Hong Kong, 3 October 2008

Registered office: Head office and principal place Cannon’s Court of business in Hong Kong: 22 Victoria Street Room 4205 Hamilton HM11 Far East Finance Center Bermuda 16 Harcourt Road Admiralty Hong Kong

Notes:

• (1) A member entitled to attend and vote at the above meeting may appoint a proxy to attend and vote in his stead. A proxy need not be a member of the Company. A member who is the holder of two or more shares and entitled to attend and vote at the meeting convened by the above notice is entitled to appoint more than one proxy to represent him and vote on his behalf. A form of proxy for use at the meeting is enclosed.

• (2) In order to be valid, the form of proxy, together with any power of attorney or authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited at the Company’s branch registrar in Hong Kong, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

• (3) Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the meeting convened or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

• (4) In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto. If more than one of such joint holders are present at the above meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

• (5) As at the date of this notice, the executive Directors are Mr. Lam Po Kwai, Mr. Chim Kim Lun, Ricky, Mr. Cheng Kwok Hing, Andy, Mr. Wu Jixian and Mr. Li Baoqi and the independent non-executive Directors are Mr. Lam Hoy Lee Laurie, Mr. Wan Hon Keung and Mr. Sun Tak Keung.

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