TYK Medicines, Inc — Proxy Solicitation & Information Statement 2001

Apr 23, 2001

(Incorporated in Hong Kong with limited liability)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Guangdong Tannery Limited (the “Company”) will be held at Galleria, 3rd Floor, The Wharney Hotel Hong Kong, 57-73 Lockhart Road, Wanchai, Hong Kong, on Friday, 15 June 2001 at 11:00 a.m. for the purpose of transacting the following business:

(1) To receive and consider the audited Statement of Accounts and the Reports of the Directors and the Auditors for the year ended 31 December 2000.

(2) To re-elect the retiring Directors.

(3) To re-appoint the Auditors and to authorize the Directors to fix their remuneration.

And as special business, to consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

(4) “THAT:

(a) subject to the following provisions of this Resolution and pursuant to Section 57B of the Companies Ordinance, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) of this Resolution shall be in addition to any other authorization given to the Directors of the Company and shall authorize the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;

(c) the aggregate nominal amount of the share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined), (ii) the exercise of the rights of subscription or conversion attaching to any warrants, convertible bonds or other securities issued by the Company which are convertible into shares of the Company, (iii) any option scheme or similar arrangement for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company, or (iv) any scrip dividend 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 Articles of Association 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 the passing of this Resolution and the said approval shall be limited accordingly; and

(d) for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until the earliest of:

(i) the conclusion of the next Annual General Meeting of the Company;

(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 laws of Hong Kong to be held; and

(iii) the date on which the authority given under this Resolution is revoked or varied by an ordinary resolution of the Shareholders of the Company in general meeting; and

“Rights Issue” means an offer of shares in the capital of the Company open for a period fixed by the Company (or by the Directors of the Company) to the holders of shares 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 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 recognized regulatory body or any stock exchange in, any territory outside Hong Kong).

By Order of the Board

Chan Miu-ting

Secretary

Hong Kong, 20 April 2001

Registered Office:

Unit B, 16th Floor, Guangdong Investment Tower,

148 Connaught Road Central,

Hong Kong

Notes:

(a) A member entitled to attend and vote at the meeting is entitled to appoint not more than two proxies to attend and vote instead of him. A proxy need not be a member of the Company.

(b) A form of proxy for use at the Meeting is enclosed. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the meeting if he so wishes. In the event that he attends the meeting after returning the proxy, his form of proxy will be deemed to have been revoked.

(c) In order to be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority must be lodged at the registered office of the Company not less than 48 hours before the time appointed for the holding of the meeting or the adjourned meeting.

(d) In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members in respect of the joint holding.

(e) With reference to the Ordinary Resolution proposed under item (4) above, approval is being sought from the shareholders for the grant to the Directors of a general mandate to authorize the allotment and issue of shares under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The purpose of the general mandate to be conferred on the Directors is to enable them to issue shares up to a specified number without having to first obtain the consent of shareholders in general meeting. The need for such an issue of shares could, for example, arise in the context of a transaction (such as an acquisition) which has to be completed speedily. The Directors believe that it is in the interest of the Company if such a general mandate is granted to them. The Directors wish to state that they presently have no immediate plans to issue any new shares of the Company other than shares which may fall to be issued under the share option scheme of the Company.

(f) The Register of Members will be closed on 14 and 15 June 2001, during which period no transfer of shares will be effected. In order to be eligible to attend and vote at the Annual General Meeting, all transfers, accompanied by the relevant share certificates, must be lodged with the Company's Registrars, Tengis Limited at 4th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong not later than 4:00 p.m. on Wednesday, 13 June 2001.

Please also refer to the published version of this announcement in the Hong Kong iMail.