Shandong Gold Mining Co., Ltd. — Proxy Solicitation & Information Statement 2003

Jul 25, 2003

IMPORTANT THE CIRCULAR REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in Lee & Man Handbag International Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

The Stock Exchange of Hong Kong Limited 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.

LEE & MAN HANDBAG INTERNATIONAL LIMITED

(Incorporated in the Cayman Islands with limited liability)

Executive Directors: Ms. WAI Siu Kee (Chairman) Ms. POON Lai Ming Mr. NG Yu Hung Ms. LEE Marina Man Wai

Independent Non-executive Directors: Mr. LEE Ming Cheong, Alfred Mr. WAN Chi Keung, Aaron

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

Principal place of business: 8/F, Liven House 61-63 King Yip Street Kwun Tong, Kowloon Hong Kong 25 July 2003

To the Shareholders

Dear Sir or Madam,

PROPOSAL FOR CHANGE OF COMPANY NAME

INTRODUCTION

The board of directors (the “Board”) of the Company announced on 16 July 2003 a proposal for the name of the Company to be changed to “Lee & Man Holding Limited”. The Board also

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announced that upon the change of name of the Company becoming effective, the Chinese translation of the name of the Company (for identification purposes only) will be changed from “理文手袋國際有限公司 ” to “理文集團有限公司 ”.

The purpose of this circular is to give you further details regarding the proposal and to give you notice of the Extraordinary General Meeting (“EGM”) to be held on Tuesday, 19 August 2003 at 11:30 a.m. (or so soon after the conclusion of the 2003 annual general meeting of the Company) to consider and, if thought fit, to approve the proposed change of name.

CHANGE OF COMPANY NAME

The Board proposes that the name of the Company be changed to “Lee & Man Holding Limited”. The Board also proposes that upon the change of name of the Company becoming effective, the Chinese translation of the name of the Company (for identification purposes only) will be changed from “理文手袋國際有限公司 ” to “理文集團有限公司 ”.

The proposed change of name is subject to (a) approval by the shareholders of the Company by way of a special resolution at the EGM and (b) approval from the Registrar of Companies in the Cayman Islands for the change of name. The relevant filing procedures with the Registrar of Companies in the Cayman Islands will be made after the EGM.

The Board is of the opinion that the proposed new name of the Company can better reflect the corporate strategy of the Company. The Company is currently engaged in the manufacture and sale of handbags mainly to clients in the US and Europe. Given the competitiveness of the handbag market worldwide, the Board envisages the diversification of the Company’s business into other industries in future. The Company has no current plans to diversify into any specific industries yet.

The effective date of the change of name of the Company will be the date of passing the special resolutions on 19 August 2003 on the change of name provided that the approval from the Registrar of Companies in the Cayman Islands is subsequently obtained. Upon the change of name of the Company becoming effective, the shares of the Company will be traded on The Stock Exchange of Hong Kong Limited under the new name.

Upon registration of the new name of the Company with the Registrar of Companies in the Cayman Islands, the Company will carry out the necessary filing procedures with the Registrar of Companies in Hong Kong.

SHARE CERTIFICATES

The change of the Company name will not affect any of the rights of shareholders of the Company. All existing share certificates in issue bearing the existing name of the Company will continue to be evidence of title to shares of HK$0.10 each in the Company. Such share certificates will remain valid for trading, settlement, registration and delivery for the same number of shares in the new name of the Company. Accordingly, there will not be any arrangement for free exchange of existing share certificates for new share certificates bearing the new name. Share certificates issued after the change of name has become effective will be issued in the new name of the Company.

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EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of the Company to be held at The Ballroom “B”, 2/F, Great Eagle Hotel, 8 Peking Road, Tsimshatsui, Kowloon, Hong Kong on Tuesday, 19 August 2003 is set out on page 4 of this circular.

There is enclosed a form of proxy for use at the EGM. Whether or not you intend to be present at the meeting, you are requested to complete the form of proxy and return it to the Company’s Share Registrars in Hong Kong, Secretaries Limited, at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong in accordance with the instructions printed thereon not later than 48 hours before the time fixed for holding the meeting or any adjournment thereof. The completion of a form of proxy does not preclude you from attending and voting at the meeting in person if you subsequently so decide.

A further announcement will be made by the Company to inform the shareholders of the Company of the result of the EGM, the effective date of the change of name of the Company and the arrangement for the trading and dealings in the shares of the Company (including the date on which the shares of the Company will be traded under the new name on The Stock Exchange of Hong Kong Limited).

Yours faithfully, For and on behalf of the Board

Wai Siu Kee

Chairman

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LEE & MAN HANDBAG INTERNATIONAL LIMITED

(Incorporated in the Cayman Islands with limited liability)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (the “Meeting”) of the Company will be held at The Ballroom “B”, 2/F, Great Eagle Hotel, 8 Peking Road, Tsimshatsui, Kowloon, Hong Kong on Tuesday, 19 August 2003 at 11:30 a.m. (or so soon after the conclusion of the 2003 annual general meeting of the Company) for the purpose of considering and, if thought fit, passing the following resolution proposed as a Special Resolution:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands being obtained, the name of the Company be and is hereby changed to “Lee & Man Holding Limited” and the Chinese name of the Company be and is hereby changed to “理 文集團有限公司 ” for identification purposes only and the Directors be and they are hereby authorised to do all such acts and things and execute all documents they consider necessary or expedient to give effect to the change of name of the Company.”

By Order of the Board Cheung Kwok Keung Company Secretary

25 July 2003

Notes:

• (1) Every member entitled to attend and vote at the Meeting is entitled to appoint one or more than one proxy to attend and vote instead of him. A proxy need not be a member of the Company.

• (2) To be valid, a form of proxy, together with the power of attorney or other authority if any under which it is signed or a certified copy thereof, must be deposited at the Company’s Share Registrars in Hong Kong, Secretaries Limited, at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

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