Tongguan Gold Group Limited — Proxy Solicitation & Information Statement 2004

Apr 23, 2004

(Incorporated in Bermuda with limited liability)

(Stock Code: 00340)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE is hereby given that a special general meeting (the “SGM”) of INNOMAXX Biotechnology Group Limited (the “Company”) will be held at 11:00 a.m. on 14 May 2004 at Suites 3206-3211, 32/F., One International Finance Centre, 1 Harbour View Street, Hong Kong for the purpose of considering and, if thought fit, passing with or without modification the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

“ THAT

• (a) the sale and purchase agreement dated 5 March 2004 (the “Agreement”) entered into between (China Worldbest Life Industries Co., Ltd.) and Offspring Investments Limited, a copy of which has been produced to the SGM marked “A” and signed by the chairman of the meeting for the purpose of identification, be and is hereby approved, ratified and confirmed;

• (b) the Acquisition (as defined in the announcement of the Company dated 12 March 2004) contemplated thereunder be and is hereby approved and confirmed; and

• (c) the directors of the Company be and are hereby authorized for and on behalf of the Company, amongst other matters, to sign, execute, perfect, deliver or to authorize signing, executing, perfecting and delivering all such documents and deeds, and to do or authorize doing all such acts, matters and things as they may in their discretion consider necessary, expedient or desirable to give effect to and implement the Agreement and the Acquisition contemplated thereunder and to waive compliance from or make or agree such variations of a non-material nature to any of the terms thereof as they may in their discretion consider to be desirable and in the interest of the Company.”

By Order of the Board of INNOMAXX Biotechnology Group Limited Sherman K C Lee Company Secretary

Hong Kong, 22 April 2004

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Registered Office:

Clarendon House Church Street Hamilton HM 11 Bermuda

Notes:

• (1) A member entitled to attend and vote at the SGM is entitled to appoint a proxy to attend and to vote on his behalf. A proxy need not be a member of the Company.

• (2) A form of proxy of the SGM is enclosed. Whether or not a member intends to attend the SGM in person, he/she/it is urged to complete and return the form of proxy in accordance with the instructions printed thereon.

• (3) To be valid, a form of proxy, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, must be deposited at the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, located at Rooms 1901-5, 19th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong and in any event not later than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof.

• (4) Where there are joint holders of a share of the Company, any one of such holders may vote at the SGM either personally or by proxy in respect of such share as if such holder were solely entitled thereto, but if more than one of such holders be present at the SGM personally or by proxy, that one of such holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands shall for this purpose be deemed joint holders thereof.

As at the date of this announcement, the Board comprises Mr. Zhou Yucheng, Mr. Tong Nai Kan, Mr. Chan Iu Nam John Bosco, Mr. Fu Weimin, Mr. Qi Xianchao and Mr. Leung Wai Kwan as executive Directors and Ms. Wang Yiming and Mr. Tang Tin Sek as independent non-executive Directors.

* For identification purposes only

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

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