Tongguan Gold Group Limited — Proxy Solicitation & Information Statement 2000

Jun 16, 2000

廣信企業有限公司*

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE TWENTIETH ANNUAL GENERAL MEETING of the Company will be held at Coral Room 1, 3/F., Furama Hotel, One Connaught Road Central, Hong Kong on Wednesday, 26 July 2000 at 4:30 p.m. for the following purposes:--

1. To receive and consider the Consolidated Accounts and the Reports of the Directors and the Auditors for the year ended 31 December 1999;
2. To re-elect the retiring Directors;
3. To determine the maximum number of Directors for the time being and to authorize the Directors to appoint additional directors up to such maximum;
4. To re-appoint Auditors and authorise the Directors to fix their remuneration; and
5. As Special Business, to consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:--

“THAT there be granted to the Directors of the Company an unconditional general mandate to issue, allot and deal with additional shares in the capital of the Company, and to make or grant offers, agreements and options in respect thereof, including warrants to subscribe for shares, subject to the following conditions:--

(a) such mandate shall not extend beyond the Relevant Period save that the Directors of the Company may during the Relevant Period make or grant offers, agreements and options, including warrants to subscribe for shares, which might require the exercise of such powers after the end of the Relevant Period;

(b) the aggregate nominal amount of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company otherwise than pursuant to (i) a Rights Issue, (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company, or any securities which are convertible into ordinary shares of the Company; and (iii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company, shall not exceed 20 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this Resolution; and

(c) for the purposes of this Resolution:--

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

(i) the conclusion of the next annual general meeting of the Company; and

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable law to be held; and

(iii) the revocation or variation of this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.

“Right Issue” means an offer of shares open for a period fixed by the Directors of the Company made to holders of shares and/or warrants on the respective registers of the Company on a fixed record date in proportion to their then holdings of such shares and/or warrants (subject to such exclusions or other arrangements as the Directors of the Company 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, or in any territory outside, Hong Kong).”

By Order of the Board
Sherman K C LeeCompany Secretary

Hong Kong, 15 June 2000

Notes:

1. The Register of Members of the Company will be closed from Monday, 24 July 2000 to Wednesday, 26 July 2000, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for attending the forthcoming Annual General Meeting, all completed transfer forms accompanied by the relevant share certificates and all subscription forms in relation to the exercise of warrants issued by the Company to subscribe for shares accompanied by the appropriate subscription monies and the relevant warrant certificates must be lodged with the Company's share registrars, Central Registration Hong Kong Limited, Room 1901-5, 19 Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:00 p.m. on Friday, 21 July 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 Company's registrars, Central Registration Hong Kong Limited, at the above address not less than 48 hours before the time appointed for holding the Meeting.
3. As regards Resolution 5 above, approval is being sought from the Members as general mandate in compliance with Section 57B of the Companies Ordinance and the Listing Rules of The Stock Exchange of Hong Kong Limited