Tongguan Gold Group Limited — Proxy Solicitation & Information Statement 2002

Nov 18, 2002

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold all your shares in INNOMAXX Biotechnology Group Limited, you should at once hand this circular 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.

(Incorporated in Bermuda with limited liability)

GENERAL MANDATE TO ISSUE SHARES

AND

INCREASE IN AUTHORISED SHARE CAPITAL

A notice convening a Special General Meeting of INNOMAXX Biotechnology Group Limited to be held at 9/F, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong on Wednesday, 4 December 2002 at 11:00 a.m. is set out on pages 3 to 4 of this circular.

18 November 2002

* For identification purposes only

INNOMAXX Biotechnology Group Ltd

LETTER FROM THE BOARD

(Incorporated in Bermuda with limited liability)

Executive Directors: Tong Nai Kan ( Chairman and Managing Director ) Chen Qiao ( Deputy Managing Director ) Leung Wai Kwan Cheung Ming Man Cheung Hiu Wai

Independent non-executive Directors: Tang Tin Sek Ko Ming Tung, Edward

Registered office: Clarendon House Church Street Hamilton HM 11 Bermuda

Head office and principal place of business: Units 901-902, Harcourt House, 39 Gloucester Road, Wanchai Hong Kong

18 November 2002

To the shareholders,

Dear Sir or Madam,

GENERAL MANDATE TO ISSUE SHARES AND INCREASE IN AUTHORISED SHARE CAPITAL

INTRODUCTION

Since 24 May 2002, the date of this year’s annual general meeting, the issued share capital of the Company had increased from HK$99,672,885 to HK$119,602,885 as at 15 November 2002 (the latest practicable date prior to the printing of the circular (the “Latest Practicable Date”)). The increase in issued share capital during this period was attributed to the issue of 199,300,000 shares of HK$0.10 each (“Shares”) on 4 October 2002, pursuant to the placement of new Shares to independent placees as announced by the Company on 20 September 2002.

On 24 May 2002, the date of this year’s annual general meeting, the directors of the Company (the “Directors”) were granted general mandate (the “Existing Share Issue Mandate”) to allot, issue and deal with additional Shares of the Company. Following the completion of the placement of 199,300,000 new Shares on 4 October 2002, the Existing Share Issue Mandate has been substantially utilised.

• For identification purposes only

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INNOMAXX Biotechnology Group Ltd

LETTER FROM THE BOARD

The Directors propose to put forward an ordinary resolution at the Special General Meeting (“SGM”) seeking shareholders’ approval to grant the Directors a general mandate (“New Share Issue Mandate”), for the period up until the next annual general meeting of the Company, to issue up to 20% of the ordinary share capital of the Company in issue at the date of the SGM since this will provide flexibility to the Company to issue new Shares. The Directors have no current intention to issue any part of the unissued share capital of the Company. The Directors also propose to increase the authorised share capital of the Company from HK$200,000,000 to HK$400,000,000.

INCREASE IN AUTHORISED SHARE CAPITAL

As at the Latest Practicable Date, the Company had an authorised share capital of HK200,000,000, of which 1,196,028,853 Shares were issued. It is proposed that an ordinary resolution be put forward for consideration at the SGM to increase the Company’s authorised ordinary share capital from HK$200,000,000 to HK$400,000,000, by the creation of an additional 2,000,000,000 new ordinary Shares of HK$0.10 each ranking pari passu with the existing Shares in order to facilitate future possible share issues. The Directors have no current intention to issue any part of the unissued share capital of the Company. In the event that the Directors should exercise in full the power to issue and allot Shares which is proposed to be granted pursuant to the New Share Issue Mandate, an additional of 239,205,770 Shares would be issued by the Company.

SPECIAL GENERAL MEETING

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you intend to attend the SGM, you are requested to complete the enclosed form of proxy and return it in accordance with the instructions printed thereon as soon as possible to the Company’s Share Registrar, Computershare Hong Kong Investor Services Limited of Rooms 1901-5, 19th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, and in any event not less than 48 hours before the SGM. The completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM if you so wish.

RECOMMENDATION

The Directors believe that the general mandate to issue Shares of the Company and the increase in authorised share capital from HK$200,000,000 to HK$400,000,000 are in the best interests of the Company as well as its shareholders. Accordingly, the Directors recommend that all shareholders vote in favour of the relevant resolutions to be proposed at the SGM.

Yours faithfully, For and on behalf of

INNOMAXX BIOTECHNOLOGY GROUP LIMITED

Tong Nai Kan

Chairman and Managing Director

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INNOMAXX Biotechnology Group Ltd

NOTICE OF SPECIAL GENERAL MEETING

(Incorporated in Bermuda with limited liability)

NOTICE IS HEREBY GIVEN THAT THE SPECIAL GENERAL MEETING of the Company will be held at 9/F, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong on Wednesday, 4 December 2002 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed as Ordinary Resolutions:

ORDINARY RESOLUTIONS

1. “THAT:

2. (i) subject to sub-paragraph (ii) of this resolution, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot and issue additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers either during or after the Relevant Period, be and is hereby generally and unconditionally approved;

3. (ii) the aggregate nominal amount of share capital allotted and issued or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in sub-paragraph (i) of this resolution, otherwise than pursuant to (a) a Rights Issue (as hereinafter defined); (b) an issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares; (c) an issue of Shares as scrip dividends or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company from time to time; or (d) an issue of Shares under any option scheme or similar arrangement for the grant or issue to employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares, shall not exceed 20% of the aggregate of the nominal amount of the issued share capital of the Company at the date of passing this resolution, and the said approval shall be limited accordingly; and

4. (iii) for the purposes of this resolution:

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

• (a) the conclusion of the next annual general meeting of the Company;

• For identification purposes only

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INNOMAXX Biotechnology Group Ltd

NOTICE OF SPECIAL GENERAL MEETING

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law to be held; or

• (c) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution in general meeting.

“Right Issue” means an offer of shares open for a period fixed by the Directors of the Company to holders of shares whose names appear 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 Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restriction or obligations under the laws of, or the requirements of, any recognized regulatory body or any stock exchange in any territory outside Hong Kong).”

1. “ THAT the authorised share capital of the Company be increased from HK$200,000,000 to HK$400,000,000 by the creation of 2,000,000,000 shares of HK$0.10 each, such shares to rank pari passu in all respects with the existing shares of the Company.”

By Order of the Board Sherman K C Lee Company Secretary

Hong Kong, 18 November 2002

Registered Office:

Clarendon House Church Street Hamilton HM 11 Bermuda

Notes:

1. The Register of Members of the Company will be closed from Tuesday, 3 December 2002 to Wednesday, 4 December 2002, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for attending the Special General Meeting, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Share Registrars, Computershare Hong Kong Investor Services Limited, at Rooms 1901-5, 19th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:00 p.m. on Monday, 2 December 2002.

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 Share Registrars, Computershare Hong Kong Investor Services Limited, at the above address not less than 48 hours before the time appointed for holding the Meeting.

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INNOMAXX Biotechnology Group Ltd