Huscoke Holdings Limited — Proxy Solicitation & Information Statement 2018

Apr 30, 2018

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 immediately 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 Huscoke Resources Holdings Limited , you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

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

(Incorporated in Bermuda with limited liability)

(Stock code: 704)

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES; RE-ELECTION OF DIRECTORS; AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Huscoke Resources Holdings Limited (the “ Company ”) to be held at Room 2301, 23/F, Tower One, Lippo Centre, 89 Queensway, Admiralty, Hong Kong on Tuesday, 5 June 2018 at 3:00 p.m. is set out on pages 13 to 16 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkex.com.hk) and the website of the Company (www. huscoke.com).

Whether or not you are able to attend the annual general meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and, in any event, so as to be received no later than Sunday, 3 June 2018 at 3:00 p.m. (Hong Kong time). Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the annual general meeting, or any adjournment thereof if you so wish.

30 April 2018

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Share Repurchase Mandate and Share Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I — Repurchase Mandate Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . .	7
Appendix II — Details of Directors subject to re-election. . . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

i

DEFINITIONS

In this circular, unless otherwise indicated in the context, the following expressions have the following meanings:

“AGM” the annual general meeting of the Company to be held at Room 2301, 23/F, Tower One, Lippo Centre, 89 Queensway, Admiralty, Hong Kong on Tuesday, 5 June 2018 at 3:00 p.m. “Board” the board of Directors “Bye-laws” the bye-laws from time to time adopted by the Company “close associate” shall have the meaning ascribed to it under the Listing Rules “Company” Huscoke Resources Holdings Limited, a company incorporated in Bermuda with limited liability, whose Shares are listed on the main board of the Stock Exchange “Directors” the directors of the Company “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “HK$” Hong Kong dollars, the lawful currency of Hong Kong for the time being “Latest Practicable Date” 23 April 2018, being the latest practicable date prior to the printing of this circular for ascertaining certain information of this circular “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Memorandum of Association” the memorandum of association of the Company “Ordinary Resolution(s)” the proposed ordinary resolution(s) as referred to in the notice of the AGM “Repurchase Mandate” the proposed mandate to the Directors to repurchase Shares pursuant to Ordinary Resolution No. 4 as set out in the notice of the AGM in its present or any amended form “SFO” Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong as amended from time to time

1

DEFINITIONS

“Shares”	fully paid shares of HK$0.01 each of the Company
“Shareholder(s)”	holder(s) of the Shares
“Share Issue Mandate”	the proposed mandate to the Directors to allot, issue and deal with
	Shares pursuant to Ordinary Resolution No. 5 as set out in the
	notice of the AGM in its present or any amended form
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subsidiaries”	a subsidiary (within the meaning of the Companies Ordinance or
	section 86 of the Companies Act) for the time being and from
	time to time of the Company
“Takeovers Code”	The Hong Kong Code on Takeovers and Mergers and Share
	Buy-backs issued by the Securities and Futures Commission as
	amended from time to time
“%”	per cent

2

LETTER FROM THE BOARD

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

(Incorporated in Bermuda with limited liability)

(Stock code: 704)

Executive Directors: Mr. Zhao Xu Guang Mr. Li Baoqi

Non-Executive Directors: Mr. Wong Siu Hung, Patrick Mr. Huang Man Yem

Independent Non-Executive Directors: Mr. Lam Hoy Lee, Laurie Mr. Lau Ka Ho Mr. To Wing Tim, Paddy

Registered Office: Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Principal Office: Room 2301, 23/F Tower One, Lippo Centre, 89 Queensway Admiralty Hong Kong 30 April 2018

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES; RE-ELECTION OF DIRECTORS; AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM to enable you to make a decision on whether to vote for or against the resolutions, among other matters, for (i) the granting of the Repurchase Mandate and the Share Issue Mandate to the Directors to repurchase Shares and allot, issue and deal with new Shares respectively; and (ii) the re-election of Directors retiring at the AGM.

3

LETTER FROM THE BOARD

SHARE REPURCHASE MANDATE AND SHARE ISSUE MANDATE

To provide flexibility to the Directors, an Ordinary Resolution will be proposed at the AGM that the Directors be given the Repurchase Mandate to exercise all powers of the Company to purchase issued Shares subject to the limitation set out in the Ordinary Resolution No. 4. In particular, Shareholders should note that the maximum number of Shares that may be repurchased pursuant to the Repurchase Mandate will be such number of Shares as represents 10% of the number of issued Shares on the date of passing the Ordinary Resolution No. 4.

Ordinary Resolution will also be proposed at the AGM to authorize (a) the granting of the Share Issue Mandate to the Directors to allot, issue and deal with Shares not exceeding 20% of the number of issued Shares as at the date of the passing of Ordinary Resolution No. 5 and (b) the extension of the Share Issue Mandate by adding to such mandate the number of Shares to be repurchased by the Company under the Repurchase Mandate in the terms as set out in Ordinary Resolution No. 6.

As at the Latest Practicable Date, the number of Shares in issue were 2,596,625,258 Shares. On the basis of such figures (and assuming no new Shares will be issued and no Shares will be repurchased prior to the date of the AGM), exercise in full of the Share Issue Mandate will enable the Directors to allot, issue and deal with 519,325,051 Shares.

An explanatory statement as required under the Listing Rules to provide the requisite information of the Repurchase Mandate is set out in Appendix I.

Shareholders should note that both the Repurchase Mandate and the Share Issue Mandate, if approved, will continue in force until the conclusion of the next annual general meeting of the Company or an earlier date as referred to in paragraph (c) of the Ordinary Resolution No. 4 and paragraph (d) of the Ordinary Resolution No. 5 as set out in the notice of the AGM respectively.

RE-ELECTION OF DIRECTORS

In accordance with bye-law 102(B) of the Bye-Laws of the Company, the Board shall have power from time to time and at any time to appoint any person as a Director either to fill in a casual vacancy or as an addition to the Board but so that the maximum number of directors so appointed shall not exceed the number determined from time to time by the members in general meeting. Any Directors so appointed by the Board shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the following annual general meeting of the Company (in the case of an addition to the Board), and shall then be eligible for re-election at the meeting, but shall not be taken into account in determining the Directors who are to retire by rotation at such meeting.

Pursuant to bye-law 102(B) of the Bye-Laws of the Company, Mr. Li Baoqi (Executive Director), being Director appointed by the Board on 9 April 2018 will hold office only until the next following general meeting of the Company and will retire at the AGM. He will be eligible for re-election at the AGM.

In accordance with bye-law 99 of the Bye-Laws of the Company, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director

4

LETTER FROM THE BOARD

shall be subject to retirement by rotation at least once every three years. The Directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot. The retiring Directors shall be eligible for re-election.

Pursuant to bye-law 99 of the Bye-Laws of the Company, Mr. Lam Hoy Lee, Laurie (independent non-executive Director) and Mr. To Wing Tim, Paddy (independent non-executive Director) shall retire by rotation at the AGM. Being eligible for re-election, Mr. Lam Hoy Lee, Laurie and Mr. To Wing Tim, Paddy will offer themselves for re-election as independent non-executive Director at the AGM.

At the AGM, ordinary resolutions will be proposed to re-elect Mr. Li Baoqi as executive Director and each of Mr. Lam Hoy Lee, Laurie and Mr. To Wing Tim, Paddy as independent non-executive Director.

Details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix II to this circular.

AGM

A copy of the notice of the AGM to be held at Room 2301, 23/F, Tower One, Lippo Centre, 89 Queensway, Admiralty, Hong Kong at 3:00 p.m. on Tuesday, 5 June 2018 is set out on pages 13 to 16 of this circular. The Ordinary Resolutions to approve the granting of the Repurchase Mandate and the Share Issue Mandate will be proposed at such meeting.

A form of proxy for use at the AGM is enclosed. Whether or not you are able to attend the meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and, in any event, so as to be received no later than Sunday, 3 June 2018 at 3:00 p.m. (Hong Kong time) Completion and delivery of the form of proxy will not prevent you from attending and voting at the AGM if you so wish.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. All the resolutions set out in the notice of the AGM will be decided by poll in accordance with the Listing Rules. The chairman of the AGM would explain the detailed procedure for conducting a poll at the commencement of the AGM.

On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorized representative shall have one vote for each Share registered in his/her name in the register of Shareholders. A Shareholder entitled to more than one vote needs not use all his votes or cast all the votes he uses in the same manner.

5

LETTER FROM THE BOARD

RECOMMENDATIONS

The Directors believe that the proposed Ordinary Resolutions for approving the Share Issue Mandate, the Repurchase Mandate and the extension of the general mandate, and the re-election of the Directors at the AGM are in the best interests of the Company and Shareholders as a whole and so recommend you to vote in favour of the Ordinary Resolutions at the AGM.

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 Company. 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.

GENERAL INFORMATION

Your attention is also drawn to the additional information as set out in the Appendices to this circular.

Yours faithfully, For and on behalf of HUSCOKE RESOURCES HOLDINGS LIMITED Zhao Xu Guang Chairman

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APPENDIX I REPURCHASE MANDATE EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you to enable you to make an informed decision on whether to vote for or against the Ordinary Resolution to approve the Repurchase Mandate.

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their fully-paid up shares on the Stock Exchange subject to certain restrictions.

MAXIMUM NUMBER OF SHARES TO BE REPURCHASED

A maximum of 10% of the number of issued Shares at the date of the proposed Ordinary Resolution may be repurchased. As at the Latest Practicable Date, the number of Shares in issue were 2,596,625,258 Shares. On the basis of such figures (and assuming no new Shares will be issued and no Shares will be repurchased after the Latest Practicable Date, and up to the date of passing the Ordinary Resolution), the Directors would be authorised to repurchase Shares up to a limit of 259,662,525 Shares during the period in which the Repurchase Mandate remains in force.

REASONS FOR THE REPURCHASE MANDATE

The Directors believe that the ability to repurchase Shares under the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole.

Repurchases may, depending on the circumstances, result in an increase in net assets and/or earnings per Share. The Directors are therefore seeking the grant of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be purchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then prevailing.

SOURCE OF FUNDS

It is expected that the funds required for repurchases of Shares under the Repurchase Mandate would be derived from the capital paid up on the Shares being repurchased (if applicable) and from the distributable profits of the Company, which will be funds legally available for such purpose in accordance with the Memorandum of Association and Bye-laws, the Listing Rules and the applicable laws of Bermuda.

IMPACT ON REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited financial statements for the year ended 31 December 2017) in the event that authorised repurchases of Shares are carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

7

APPENDIX I REPURCHASE MANDATE EXPLANATORY STATEMENT

DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their close associates has any present intention, in the event that the Repurchase Mandate is granted by Shareholders, to sell Shares to the Company.

No core connected person of the Company as defined in the Listing Rules has notified the Company that he/she has a present intention to sell any Shares to the Company nor has he/she undertaken not to sell any of the Shares held by him/her to the Company in the event that the Company is authorised to repurchase its Shares.

EFFECT OF TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate (if approved to be granted by Shareholders at the AGM), such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 or Rule 32 of the Takeovers Code.

As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 336 of the SFO and so far as is known to, or can be ascertained after reasonable enquiry by the Directors, the following persons were directly or indirectly interested in 5% or more of the issued capital of the Company. Their respective interest as at the Latest Practicable Date is shown under the column “Before repurchase” while their respective interest in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the Ordinary Resolutions in relation to the Repurchase Mandate to be proposed at the AGM (and assuming that the number of issued Shares remains unchanged up to the date of the AGM) is shown under the column “After repurchase”.

	Number of	Before	After
	Shares held	repurchase	repurchase
Shun Wang Investments Limited
(Note a)	1,400,000,000	53.92%	59.91%
Zhao Xu Guang_(Note a)_	1,400,000,000	53.92%	59.91%
Wu Ying	131,400,000	5.06%	5.62%

Note:

(a) These shares are owned by Shun Wang Investments Limited, a company incorporated in British Virgin Islands with limited liability. The shares of Shun Wang Investments Limited are wholly owned by Mr. Zhao Xu Guang, an executive Director.

The above are calculated based on issued shares of 2,596,625,258, being the total number of issued shares of the Company as at the Latest Practicable Date.

8

APPENDIX I REPURCHASE MANDATE EXPLANATORY STATEMENT

The Directors will not make repurchase of Shares if the results of the repurchase would be that less than 25% of the number of issued Shares would be in public hands. The Directors are not aware of any consequences which would arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate.

SHARE PRICES

During each of the 12 months preceding the Latest Practicable Date, the highest and lowest closing prices per Share on the Stock Exchange were as follows:

Year	Month	Highest	Lowest
		(HK$)	(HK$)
2017	April	0.225	0.195
	May	0.200	0.196
	June	0.265	0.198
	July	0.300	0.226
	August	0.285	0.246
	September	0.260	0.245
	October	0.275	0.244
	November	0.255	0.228
	December	0.255	0.243
2018	January	0.255	0.243
	February	0.320	0.239
	March	0.285	0.249
	April (up to the Latest Practicable Date)	0.300	0.270

SHARES PURCHASED BY THE COMPANY

The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) during the six months prior to the Latest Practicable Date.

UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda, the Memorandum of Association and Bye-laws.

9

DETAILS OF DIRECTORS SUBJECT TO RE-ELECTION

APPENDIX II

Details of retiring Directors subject to re-election at the AGM are set out below:

Mr. LI Baoqi

Mr. Li, aged 63, previously joined the Group as an Executive Director of the Company on 1 June 2008 and serves as director of subsidiaries of the Group since his appointment. He was appointed as Chief Executive Officer and Authorized Representative on 19 September 2011 and Joint General Manager on 17 November 2016 and redesignated as Non-Executive Director on 25 November 2016. Mr. Li was retired by rotation and did not offer himself for re-election at the annual general meeting of the Company held on 2 June 2017. Mr. Li rejoin the Group as an Executive Director of the Company since 9 April 2018.

Mr. Li has over 30 years of working experience in foreign economy and trade. He worked as the Assistant to General Manager of 中國冶金進出口吉林公司(China Metallurgy Import and Export Jilin Company), the Manager and the Assistant General Manager of the Import and Export Division of 中國冶 金進出口深圳公司(China Metallurgy Import and Export Shenzhen Company, now known as 中鋼集團深 圳公司 (China Steel Group Shenzhen Company)).

There is no service contract entered into between the Company and Mr. Li. He is subject to retirement and be eligible for re-election pursuant to the bye-laws of the Company. Mr. Li is entitled to a monthly director fee of HK$110,000, which were determined by the remuneration committee of the Company with reference to his duties and responsibilities within the Group, the Group’s remuneration policy and the prevailing market condition. He is also entitled to a discretionary bonus for each financial year, which is payable at the discretion of the Board (or, if so delegated, the remuneration committee of the Board) and determined with reference to the Group’s results and performance for the financial year concerned.

As at the Latest Practicable Date, Mr. Li holds 4,000,000 share options, which entitle himself to subscribe for up to 4,000,000 shares in the share capital of the Company at the exercise price of HK$0.66 per share option. As at the Latest Practicable Date, save for the share options as disclosed, Mr. Li does not have any interests and short positions in the shares or underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO. Mr. Li did not have any relationship with any Directors, senior management, and substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company.

Save as disclosed in this circular, Mr. Li does not hold any other position in the Company and its subsidiaries and has not been a director of other listed companies in Hong Kong or overseas in the past three years or possessed any other professional qualifications and there is no other information in relation to Mr. Li, which is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules and any other matters that need to be brought to the attention of the shareholders of the Company.

10

DETAILS OF DIRECTORS SUBJECT TO RE-ELECTION

APPENDIX II

Mr. TO Wing Tim, Paddy

Mr. To, aged 65, joined the Company as an Independent Non-Executive Director since 30 October 2009. Mr. To is a member of the Audit Committee, the Remuneration Committee and the Nomination Committee.

Mr. To obtained his Diploma in Accountancy from The University of Hong Kong in 1991 and has over 30 years of experience in auditing, accounting and finance industry. Mr. To has been practicing as a certified public accountant in Hong Kong since 1980. Mr. To is a fellow member of the Hong Kong Institute of Certified Public Accountants, an associate member of The Taxation Institute of Hong Kong and an associate member of the Association of Certified General Accountants in Canada.

There is no service contract entered into between the Company and Mr. To. Mr. To is not appointed for a specific term but subject to retirement and be eligible for re-election pursuant to the bye-laws of the Company. Mr. To is entitled to a monthly director fee of HK$10,000 which was determined by the remuneration committee of the Group with reference to his duties and responsibilities within the Group, the Group’s remuneration policy and the prevailing market condition. He is also entitled to a discretionary bonus for each financial year, which is payable at the Board’s discretion and determined with reference to the Group’s results and performance for the financial year concerned.

Mr. To does not hold any other position in the Company and its subsidiaries and he has not been a director of any other listed companies in Hong Kong or overseas in the past three years.

As at the Latest Practicable Date, Mr. To together with his spouse, respective holding of 60,000 Shares and 172,000 Shares of the Company. Accordingly, Mr. To is deemed to have interest in 232,000 Shares of the Company under Part XV of the SFO. Saved as disclosed above, Mr. To does not have any other interests and short positions in the shares or underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO and does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company (as defined in the Listing Rules) of the Company.

Save as disclosed in this circular, there is no other information in relation to Mr. To, which is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules and any other matters that need to be brought to the attention of the shareholders of the Company.

11

APPENDIX II DETAILS OF DIRECTORS SUBJECT TO RE-ELECTION

Mr. LAM Hoy Lee, Laurie

Mr. Lam, aged 59, joined the Company as an Independent Non-Executive Director on 1 September 2008. Mr. Lam is the Chairman of the Remuneration Committee of the Company, a member of the Audit Committee and the Nomination Committee of the Company.

Mr. Lam has 30 years of experience in legal field working as a solicitor in Hong Kong. He is a solicitor of Hong Kong and Singapore and a solicitor and counsel of Australia.

There is no service contract entered into between the Company and Mr. Lam. Mr. Lam is not appointed for a specific term but subject to retirement and be eligible for re-election pursuant to the bye-laws of the Company. Mr. Lam is entitled to a monthly director fee of HK$10,000 which was determined by the remuneration committee of the Group with reference to his duties and responsibilities within the Group, the Group’s remuneration policy and the prevailing market condition. He is also entitled to a discretionary bonus for each financial year, which is payable at the Board’s discretion and determined with reference to the Group’s results and performance for the financial year concerned.

Mr. Lam does not hold any other position in the Company and its subsidiaries and has not been a director of other listed companies in Hong Kong or overseas in the past three years.

As at the Latest Practicable Date, Mr. Lam does not have any interests and short positions in the shares or underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO and does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company (as defined in the Listing Rules) of the Company.

Save as disclosed in this circular, there is no other information in relation to Mr. Lam, which is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules and any other matters that need to be brought to the attention of the shareholders of the Company.

12

NOTICE OF AGM

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

(Incorporated in Bermuda with limited liability)

(Stock code: 704)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Huscoke Resources Holdings Limited (the “ Company ”) will be held at Room 2301, 23/F, Tower One, Lippo Centre, 89 Queensway, Admiralty, Hong Kong on Tuesday, 5 June 2018 at 3:00 p.m. for the following purposes:

• (1) To receive and consider the audited financial statements and the reports of the directors of the Company (the “ Directors ”) and auditors for the year ended 31 December 2017;

• (2) (i) To re-elect Mr. Li Baoqi as an executive Director;

• (ii) To re-elect Mr. Lam Hoy Lee, Laurie as an independent non-executive Director;

• (iii) To re-elect Mr. To Wing Tim, Paddy as an independent non-executive Director; and

• (iv) To authorise the board (the “ Board ”) of Directors to fix the remuneration of the Directors.

• (3) To re-appoint Messrs. Ernst & Young as the auditors of the Company and to authorise the Board to fix their remuneration;

• (4) As special business, to consider and, if thought fit, pass, with or without amendment, the following resolutions as an ordinary resolution of the Company:

“ THAT

• (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period of all powers of the Company to purchase shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission (“ SFC ”) of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or requirements of the Stock Exchange and the SFC or other applicable rules and regulations as amended from time to time, be and is hereby generally and unconditionally approved;

13

NOTICE OF AGM

• (b) the aggregate nominal amount of shares which may be repurchased or agreed conditionally or unconditionally to be repurchased pursuant to paragraph (a) of this resolution during the Relevant Period shall be no more than 10 per cent. of the number of issued shares (the “ Shares ”) of the Company at the date of passing of this resolution and the said approval shall be limited accordingly;

• (c) for the purpose of this resolution:

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

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

• (B) the expiration of the period within which the next annual general meeting of the Company is required by law or the bye-laws of the Company (the “ Bye-laws ”) to be held; and

• (C) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting.”

• (5) As special business, to consider and, if thought fit, pass, with or without amendment, the following resolutions as an ordinary resolution of the Company:

“ THAT

• (a) subject to the limitation mentioned in paragraph (c) of this resolution, the exercise by the Directors 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 or securities convertible into shares or options, warrants or similar rights to subscribe for any shares in the Company and to make or grant offers, agreements and options, which might require the exercise of such powers be and 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, securities or similar rights to subscribe for or are convertible into shares of the Company), which might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF AGM

• (c) the number of issued Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (A) a Rights Issue, (B) the exercise of options granted under any share option scheme adopted by the Company from time to time, (C) any scrip dividend or similar scheme providing for the allotment of shares in lieu of the whole or part of a dividend on shares in accordance with the Bye-laws, and (D) the exercise of the rights of subscription or conversion under the terms of any securities or bonds which are convertible into shares in the capital of the Company, shall not exceed the aggregate of (i) 20 per cent. of the number of issued Shares at the date of passing this resolution and (ii) (if the directors of the Company are so authorised by a separate ordinary resolution of the shareholders of the Company) the number of issued Shares purchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10% of the aggregate nominal amount of the number of issued Shares as at the date of passing of this resolution), and the said approval shall be limited accordingly; and

• (d) for the purpose of this resolution:

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

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

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

• (C) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the Company or by the Directors 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 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 outside Hong Kong).”

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NOTICE OF AGM

• (6) As special business, to consider and, if thought fit, pass, with or without amendment, the following resolutions as an ordinary resolution of the Company:

“ THAT conditional upon the passing of resolutions numbered 4 and 5 as set out above, the general mandate granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with the shares of the Company pursuant to the said resolution numbered 5 be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares of the Company repurchased by the Company under the authority granted pursuant to the said resolution numbered 4, provided that such amount shall not exceed 10 per cent. of the number of issued Shares in issue as at the date of passing of the said resolution numbered 4.”

By Order of the Board Zhao Xu Guang Chairman

Hong Kong, 30 April 2018

Registered Office: Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Principal Office: Room 2301, 23/F Tower One, Lippo Centre 89 Queensway Admiralty Hong Kong

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice may appoint one or more proxies to attend the meeting and vote on a poll instead of him. A proxy need not be a member of the Company.

2. To be valid, a form of proxy and the power of authority (if any) under which it is signed or a notarially certified copy of such power of authority must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than Sunday, 3 June 2018 at 3:00 p.m. (Hong Kong time).

3. The record date for determining the entitlement of the shareholders of the Company to attend and vote at the Meeting will be Tuesday, 5 June 2018. All transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Company’s Branch Share Registrar in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 30 May 2018.

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