JiaChen Holding Group Limited — Proxy Solicitation & Information Statement 2001

Mar 29, 2001

	中國稀土控股有限公司 China Rare Earth Holdings Limited

(incorporated in the Cayman Islands with limited liability)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of China Rare Earth Holdings Limited (the “Company”) for the year 2001 will be held at Chater Room II, The Ritz-Carlton, Hong Kong, Three Connaught Road Central, Hong Kong on 18 May 2001 (Friday), at 10:30 a.m. to deal with the following matters:

(1)	To receive and consider the Reports of the Directors and Auditors and the audited Financial Statements of the Company for the year ended 31 December 2000.
(2)	To declare a final dividend.
(3)	To re-elect the retiring Directors and to authorize the Board of Directors of the Company (the “Board”) to fix their emoluments.
(4)	To re-appoint the retiring auditors, Messrs. Arthur Andersen & Co., and to authorize the Board to fix their remuneration.
(5)	As special business, to consider and, if thought fit, pass the following resolutions as Ordinary Resolutions:
	A.	“THAT:
		(a)		Subject to paragraph (c) below, the exercise by the Board during the Relevant Period (as defined in paragraph (d) of this Resolution) of all the powers of the Company to allot, issue and deal with unissued shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and it is hereby generally and unconditionally approved;
		(b)		The approval in paragraph (a) shall authorize the Board during the Relevant Period to make or grant offers, agreements and options which would or might be exercised 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 an option or otherwise) by the Board pursuant to the approval in paragraph (a), otherwise than pursuant to:-
				(i)	a Rights Issue (as hereinafter defined);
				(ii)	any share option scheme of the Company; or
				(iii)	any issue of shares in lieu of the whole or part of a dividend on shares in accordance with the Articles of Association of the Company and other relevant regulations,
				shall not exceed twenty per cent (20%) of the aggregate nominal amount of the share capital of the Company in issue at the date of passing 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 earlier of:
	(1)	the conclusion of the next annual general meeting of the Company;
	(2)	the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the Memorandum and Articles of Association of the Company to be held; and
	(3)	the revocation or variation of the mandate granted under this resolution by ordinary resolution of the members in general meeting.
		“Rights Issue” means an offer of shares open for a period fixed by the Board to holders of shares whose names apprear on the Register of Members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Board 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 or any recognized regulatory body or any stock exchange in, any territory applicable to the Company).”
B.	“THAT:
	(a)	subject to paragraph (b) below, the exercise by the Board during the Relevant Period (as defined in paragraph (c) of this Resolution) of all the powers of the Company to repurchase its shares, subject to and in accordance with all applicable laws and/or the requirements of The Stock Exchange of Hong Kong Limited, as amended from time to time, be and is hereby generally and unconditionally approved;
	(b)	the aggregate nominal amount of shares authorized to be repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed ten per cent (10%) of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution, and the said approval shall be limited accordingly; and
	(c)	For the purpose of this Resolution:
		“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:
		(1)	the conclusion of the next annual general meeting of the Company;
		(2)	the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the Memorandum and Articles of Association of the Company to be held; and
		(3)	the revocation or variation of the mandate granted under this resolution by ordinary resolution of the members in general meeting.”
C.	“THAT conditional on the passing of the Ordinary Resolutions Nos 5A and 5B as set out above, the general mandate granted to the Board to allot, issue and deal with additional shares pursuant to Ordinary Resolution No. 5A be and is hereby extended by the additional to the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to the Ordinary Resolution No. 5B above, provided that such extended amount shall not exceed ten per cent (10%) of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution.”.

By Order of the Board

LAW Lap Tak

Company Secretary

Hong Kong, 28 March 2001

Principal Place of Business:

Room 1301, Ruttonjee House, Ruttonjee Centre

11 Duddell Street, Central, Hong Kong

Notes:

(1)	A member entitled to attend and vote at the meeting mentioned above is entitled to appoint in written form one or more proxies to attend and vote at the AGM on his/her behalf. A proxy need not be a member of the Company.
(2)	To be valid, the proxy form together with the certified power of attorney or authority (if any) must be delivered to the Company’s Branch Registrar in Hong Kong, Central Registration Hong Kong Limited at Rooms 1901-1905, 19th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time of the meeting.
(3)	The Register of Members of the Company will be closed from Tuesday, 15 May 2001 to Friday, 18 May 2001 (both days inclusive), during which period no transfer of the Company’s shares will be effected.

Please also refer to the published version of this announcement in the SCMP dated 29/3/2001.