Tongguan Gold Group Limited — Proxy Solicitation & Information Statement 2000

Nov 13, 2000

廣信企業有限公司*(Incorporated in Bermuda with limited liability)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a Special General Meeting of the Company will be held at Room 906-908, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong on Friday, 8 December 2000 at 11:00 a.m. to consider and, if thought fit, to pass the following resolutions (with or without modifications) as Ordinary Resolutions and Special Resolution respectively:--

Ordinary Resolution

1. “THAT the agreement (the “Agreement”) entered into between Biogrowth Assets Limited (a wholly-owned subsidiary of the Company), the Company, the Vendors (as defined in the Agreement) and other parties named in the Agreement dated 31 October 2000, details of which are set out in the circular to the shareholders of the Company dated 13 November 2000, and all transactions contemplated thereunder be and are hereby approved and that any director of the Company be and is hereby authorised to do all acts and things and to execute all documents which may in his opinion be necessary or desirable to implement and give effect to any of the matters relating to, or incidental to, the Agreement.”

Ordinary Resolution

1. “THAT subject to the passing of Resolution 1 (as set out in the Notice convening this Meeting) and without prejudice to the generality of the terms of Resolution 1, the directors of the Company be and are hereby authorised to allot and issue to the Vendors 100,000,000 ordinary shares of HK$0.10 each in the share capital of the Company (the “Consideration Shares”) pursuant to the terms and conditions of the Agreement and that such authority shall be additional to and without prejudice to any mandate given to the directors of the Company at any general meeting of the Company generally to issue, allot and deal with additional shares in the capital of the Company.”

Special Resolution

1. “THAT subject to and conditional upon the approval of the Bermuda Registrar being obtained, the name of the Company be and is hereby changed to “INNOMAXX Biotechnology Group Limited” and the Chinese name of 創富生物科技集團有限公司be and is hereby adopted for identification purposes only and the directors of the Company be authorised to do all such acts and things and execute all documents they consider necessary or expedient to give effect to the Company’s change of name.”

By Order of the Board
Sherman K C LeeCompany SecretaryHong Kong, 13 November, 2000

Notes:

1. The Register of Members of the Company will be closed from Thursday, 7 December 2000 to Friday, 8 December 2000, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for attending the forthcoming Special General Meeting, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrars, Central Registration Hong Kong Limited, at Room 1901-5, 19th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:00 p.m. on Wednesday, 6 December 2000.

2. A member entitled to attend and vote at the above Meeting is entitled to appoint one or more proxies to attend and, on a poll, to vote instead of him. A proxy need not also be a member. Forms of proxy must be lodged with the head office and principal place of business of the Company at 28th Floor, GITIC Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting.

* for identification purposes only