Tianli Holdings Group Limited — Proxy Solicitation & Information Statement 2000

Oct 3, 2000

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 announcement.

MANDARIN RESOURCES CORPORATION LIMITED

(incorporated in Hong Kong with limited liability)

PROPOSAL IN RELATION TO

AMENDMENTS TO

THE MEMORANDUM AND ARTICLES OF ASSOCIATION

OF THE COMPANY

A circular containing a proposal in relation to amendments to the memorandum and articles of association of the Company accompanied by a notice convening an extraordinary general meeting of the Company has been despatched to the shareholders of the Company on 30th September, 2000.

The board of directors of Mandarin Resources Corporation Limited (the “Company”) wish to advise that a circular (the “Circular”) containing a proposal in relation to amendments to the memorandum and articles of association of the Company has been despatched to the shareholders of the Company on 30th September, 2000. The Circular also contains a notice of an extraordinary general meeting of the Company to be held on Monday, 23rd October, 2000 at 3:30 p.m. at Chater Room II in the Basement Level 1, The Ritz-Carlton Hong Kong, 3 Connaught Road Central, Hong Kong to consider and, if thought fit, to pass the special resolutions to approve such amendments.

Trading in the shares of HK$1.00 each in the capital of the Company (“Shares”) on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) have been suspended since 17th November, 1986. It is the intention of the Company to apply to the Stock Exchange for the lifting of the suspension, and for the resumption, of trading in the Shares on the main board of the Stock Exchange as soon as practicable.

In order for the Shares to be accepted as eligible securities by Hong Kong Securities Clearing Company Limited (“Hongkong Clearing”) for deposit, clearance and settlement in the Central Clearing and Settlement System operated by Hongkong Clearing and to comply with the latest legal and regulatory requirements, including the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) and the Rules Governing the Listing of Securities on the Stock Exchange, which is prerequisite to the lifting of the suspension, and the resumption, of trading of the Shares on the Stock Exchange and to reflect certain changes in the applicable legal and statutory requirements since the date of adoption of the existing memorandum and articles of association, the Company proposes to amend its memorandum and articles of association.

By Order of the Board of
Mandarin Resources Corporation Limited
Yeung Kang LamChairman
Hong Kong, 30th September, 2000.