Tongguan Gold Group Limited — Proxy Solicitation & Information Statement 2003

Feb 13, 2003

(Incorporated in Bermuda with limited liability)

NOTICE OF SPECIAL GENERAL MEETING

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 Friday, 7 March 2003 at 12:00 noon for the purpose of considering and, if thought fit, passing the following resolution which will be proposed as Ordinary Resolution:

ORDINARY RESOLUTION

“THAT:

• (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;

• (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

• (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;

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• (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).”

By Order of the Board Sherman K C Lee Company Secretary

Hong Kong, 14 February 2003

Registered Office:

Clarendon House Church Street Hamilton HM 11 Bermuda

Notes:

1. The Register of Members of the Company will be closed from Thursday, 6 March 2003 to Friday, 7 March 2003, 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 Wednesday, 5 March 2003.

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.

• For identification purposes only

Please also refer to the published version of this announcement in The Standard.

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