Golden Resources Development International : PROPOSALS INVOLVING GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING OF THE COMPANY

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED, you should at once hand this circular and the accompanying proxy form to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED

金 源 米 業 國 際 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 677)

PROPOSALS INVOLVING

GENERAL MANDATES TO REPURCHASE SHARES AND

TO ISSUE NEW SHARES

RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING OF THE COMPANY

A notice convening the annual general meeting of GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED to be held at Conference Room, 11/F., Golden Resources Centre, 2-12 Cheung Tat Road, Tsing Yi Island, New Territories, Hong Kong on Wednesday, 26 August 2020 at 11:30 a.m. is set out on pages 13 to 17 of this circular. If you do not propose to attend the meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company's Branch Share Registrar in Hong Kong, Tricor Standard Limited, Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not later than forty-eight hours before the time appointed for holding of the meeting or any adjournment thereof.

Hong Kong, 27 July 2020

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

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LETTER FROM THE BOARD

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED

金 源 米 業 國 際 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 677)

To Michael YU Tat Chi

Ronald YAN Mou Keung

Hong Kong, 27 July 2020

To shareholders

Dear Sir or Madam,

PROPOSALS INVOLVING

GENERAL MANDATES TO REPURCHASE SHARES AND

TO ISSUE NEW SHARES

RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING OF THE COMPANY

1. GENERAL MANDATE TO REPURCHASE SHARES

At the last year's annual general meeting of the Company held on 28 August 2019, a general mandate was given to the Directors to exercise the powers of the Company

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LETTER FROM THE BOARD

to repurchase Shares of the Company. Such mandate will lapse at the conclusion of the Annual General Meeting. It is therefore proposed to seek your approval of an ordinary resolution to be proposed at the Annual General Meeting to give a fresh general mandate to the Directors to exercise the powers of the Company to repurchase Shares.

This is the explanatory statement, as required by the relevant rules set out in the Listing Rules to regulate the repurchase by the Company under the Share Repurchase Rules, to provide requisite information to you for your consideration of the Repurchase Proposal.

Share Capital

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,697,406,458 Shares.

Subject to the passing of the Repurchase Resolution and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Proposal to repurchase a maximum of 169,740,645 Shares during the course of the period from Wednesday, 26 August 2020 to the earliest of (i) the date of the annual general meeting for the year ending 31 March 2021, (ii) the date by which the next annual general meeting of the Company is required to be held by law and (iii) the date upon which such authority is revoked or varied.

Reason for Repurchase

The Directors believe that the Repurchase Proposal is in the best interests of the Company and its Shareholders. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share of the Company and will only be made when the Directors believe that such repurchase will benefit the Company and its Shareholders.

Funding of Repurchase

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and the Bye-Laws and the laws of Bermuda. Bermuda law provides that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the relevant shares, or out of the funds of the Company otherwise available

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LETTER FROM THE BOARD

Undertaking

The Directors have provided a separate undertaking to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Resolution and in accordance with the Listing Rules and the applicable laws of Bermuda.

General Information

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates, have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Proposal if such is approved by the Shareholders.

No core connected persons have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Repurchase Proposal is approved by the Shareholders.

Takeovers Code

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Proposal, a shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of rule 32 of the Takeovers Code. As a result, a shareholder or group of shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Yuen Loong, Chelsey, Camalot and Elite Solution beneficially held 548,052,026 Shares, 252,240,000 Shares, 74,346,188 Shares and 14,700,000 Shares respectively in aggregate, representing approximately 52.39% of the issued share capital of the Company. Based on such shareholdings and in the event that the Repurchase Proposal is exercised in full, the shareholdings of Yuen Loong, Chelsey, Camalot and Elite Solution in aggregate would be increased to approximately 58.21% of the issued share capital of the Company. Mr. Laurent LAM Kwing Chee, a Director of the Company, is interested in approximately 18% of the issued share capital of each of Yuen Loong, Chelsey and Camalot. Mr. Anthony LAM Sai Ho, a Director of the Company, is interested in 40% of the issued share capital of Marvel City Holdings Limited which in turn is interested in approximately 24% of the issued share capital of each of Yuen Loong, Chelsey and Camalot. Madam LAM Sai Mann, a Director of the Company, is interested in

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LETTER FROM THE BOARD

30% of the issued share capital of Elegant Investments Holdings Limited which in turn is interested in approximately 24% of the issued share capital of each of Yuen Loong, Chelsey and Camalot. Mr. Dennis LAM Saihong, a Director of the Company, is interested in 30% of the issued share capital of Elegant Investments Holdings Limited which in turn is interested in approximately 24% of the issued share capital of each of Yuen Loong, Chelsey and Camalot. Mr. Laurent LAM Kwing Chee and Mr. Anthony LAM Sai Ho, the Directors of the Company, are interested in 50% and 50% of the issued share capital of Elite Solution respectively.

The Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases made under the Repurchase Proposal. In the event that the Repurchase Proposal is exercised in full, the number of Shares held by the public would not fall below 25%.

As at the Latest Practicable Date, the Directors have no intention to repurchase any Shares.

Shares Repurchase made by the Company

The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

2. GENERAL MANDATE TO ISSUE NEW SHARES

It will also be proposed at the Annual General Meeting two ordinary resolutions for granting to the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the issued share capital of the Company as at the date of passing the resolution and adding to such general mandate so granted to the Directors any Shares representing the aggregate nominal amount of the Shares repurchased by the Company after the granting of the general mandate to repurchase Shares up to 10% of the issued share capital of the Company as at the date of the Repurchase Resolution.

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,697,406,458 Shares. Subject to the passing of the proposed resolution for the grant of the general mandate to issue Shares at the Annual General Meeting and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the Annual General Meeting, the Company would be allowed to issue a maximum of 339,481,291 Shares. The Directors have no present intention to issue any new Shares pursuant to the mandate to issue new Shares proposed to be granted to them at the Annual General Meeting.

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LETTER FROM THE BOARD

The general mandate to issue Shares will expire at the earliest of (i) the date of the annual general meeting for the year ending 31 March 2021, (ii) the date by which the next annual general meeting of the Company is required to be held by law and

1. 1. the date upon which such authority is revoked or varied.
2. RE-ELECTIONOF RETIRING DIRECTORS
   The Board currently consists of nine Directors. The Executive Directors of the Company are Mr. Laurent LAM Kwing Chee (Chairman), Mr. Anthony LAM Sai Ho (Vice Chairman and Chief Executive Officer), Madam LAM Sai Mann, Ms. Morna YUEN Mai-tong and Mr. TSANG Siu Hung. The Non-executive Director of the Company is Mr. Dennis LAM Saihong. The Independent Non-executive Directors of the Company are Mr. Joseph LAM Yuen To, Mr. Michael YU Tat Chi and Mr. Ronald YAN Mou Keung.
   In accordance with bye-law 99(A) of the Company's Bye-Laws, Mr. Laurent LAM Kwing Chee, Ms. Morna YUEN Mai-tong and Mr. Michael YU Tat Chi, will retire from office by rotation and, being eligible, offer themselves for re-election at the Annual General Meeting.
   Details of the retiring Directors proposed for re-election at the Annual General Meeting are set out in the Appendix of this circular.
3. ANNUAL GENERAL MEETING
   The notice convening the Annual General Meeting, which contains, inter alia, ordinary resolutions to approve the Repurchase Proposal and the general mandate for directors to issue new Shares, is set out on pages 13 to 17 of this circular. Shareholders are advised to read the notice and to complete and return the form of proxy for use at the Annual General Meeting enclosed with the 2020 annual report of the Company in accordance with the instructions printed thereon.
4. VOTING BY WAY OF POLL
   Pursuant to rule 13.39(4) of the Listing Rules, all votes of Shareholders at the Annual General Meeting must be taken by poll. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the Annual General Meeting pursuant to the Bye-laws of the Company and the Company will announce the results of the poll in the manner prescribed under rule 13.39(5) of the Listing Rules.

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LETTER FROM THE BOARD

1. RESPONSIBILITY STATEMENT
   This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.
2. RECOMMENDATION
   The Directors believe that the Repurchase Proposal, the general mandate for directors to issue new Shares and the re-election of the retiring directors are all in the best interest of the Company and its Shareholders. Accordingly, the Directors recommend that all Shareholders should vote in favour of the resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

Laurent LAM Kwing Chee

Chairman

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The following are the particulars of the Directors to be retired and proposed for reelection at the Annual General Meeting:

1. Mr. Laurent LAM Kwing Chee, aged 73, Chairman of the Company. He graduated from the Eastern Illinois University, U.S.A. with a bachelor degree in Economics and joined the Group in 1991. Mr. Lam has extensive experience in property development and investment. He is also a Director of various subsidiaries of the Company. Save as disclosed above, Mr. Lam does not hold any position with the Company or other members of the Group. Mr. Lam did not act as director in any other listed companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years preceding the Latest Practicable Date.
   Mr. Lam is the uncle of Mr. Anthony LAM Sai Ho (Vice Chairman and Managing Director), Madam LAM Sai Mann and Ms. Morna YUEN Mai-tong, the Executive Directors of the Company, and Mr. Dennis LAM Saihong, the Non-executive Director of the Company. He is the director and shareholder of both Yuen Loong and Chelsey, being the controlling shareholder and substantial shareholder of the Company respectively. Mr. Lam is interested in approximately 18% of the issued share capital of each of Yuen Loong and Chelsey. Save as disclosed above, Mr. Lam has no relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Lam has corporate interest in 300 ordinary shares in Starland Century Limited, being the associate of the Company, within the meaning of Part XV of the Securities and Futures Ordinance.
   There is no service contract between the Company and Mr. Lam. Mr. Lam's term of appointment is subject to retirement by rotation and re-election at least once every three years in accordance with the provisions of the Bye-Laws. Mr. Lam's emoluments for the year ended 31 March 2020 is approximately HK$3,912,000 which is determined by reference to his duties and responsibilities, the Company's performance, industry norm and general market conditions.

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1. Ms. Morna YUEN Mai-tong, aged 41, Executive Director of the Company. She graduated from the University of Western Ontario with a Bachelor of Administrative and Commercial Studies and received dual degrees in Master of Science in Accounting and Master of Business Administration from Northeastern University. Ms. Yuen is a member of the Hong Kong Institute of Certified Public Accountants. She joined the Group since 2010 and currently holds the position of General Manager of Procurement and Shipping Division of the Group. Prior to joining the Group, Ms. Yuen worked at BNP Paribas Wealth Management and Ernst & Young. Ms. Yuen has over 15 years of working experience in finance and assurance advisory. She is also a Director of various subsidiaries of the Company. Save as disclosed above, Ms. Yuen does not hold any position with the Company or other members of the Group. Ms. Yuen did not act as director in any other listed companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years preceding the Latest Practicable Date.
   Ms. Yuen is the niece of Mr. Laurent LAM Kwing Chee (Chairman), and the cousin of Mr. Anthony LAM Sai Ho (Vice Chairman and Managing Director), Madam LAM Sai Mann, the Executive Directors of the Company, and Mr. Dennis LAM Saihong, the Non-executive Director of the Company. Save as disclosed above, Ms. Yuen has no relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company. As at the Latest Practicable Date, Ms. Yuen was not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the Securities and Futures Ordinance.
   There is no service contract between the Company and Ms. Yuen. Ms. Yuen's term of appointment is subject to retirement by rotation and re-election at least once every three years in accordance with the provisions of the Bye-Laws. Ms. Yuen's emoluments for the year ended 31 March 2020 is approximately HK$1,340,000 which is determined by reference to his duties and responsibilities, the Company's performance, industry norm and general market conditions.

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1. Mr. Michael YU Tat Chi, aged 55, Independent Non-executive Director of the Company. He holds a bachelor of commerce degree from the University of New South Wales, Australia. He is a fellow member of the CPA Australia and a member of the Hong Kong Institute of Certified Public Accountants. Mr. Yu is also a founding member of The Hong Kong Independent Non-Executive Director Association. Mr. Yu has many years of experience in accounting, corporate finance and asset management. He had held senior management positions in listed companies in Hong Kong. Mr. Yu was appointed as an Independent Non-executive Director of EVOC Intelligent Technology Company Limited (a listed company in Hong Kong, stock code: 2308) on 30 May 2016 and Applied Development Holdings Limited (a listed company in Hong Kong, stock code: 519) on 14 September 2016 respectively. Save as disclosed above, Mr. Yu does not hold any position with the Company or other members of the Group. Save as disclosed above, Mr. Yu did not act as director in any other listed companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years preceding the Latest Practicable Date.
   Mr. Yu does not have any relationship with any other Directors, senior management, substantial shareholders, or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Yu was not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the Securities and Futures Ordinance.
   There is no service contract between the Company and Mr. Yu. Mr. Yu's term of appointment is renewable automatically for each year commencing from the next day after the expiry of the current term of appointment to the next Annual General Meeting subsequently held, unless terminated by not less than one month's notice in writing served by either party or the other. Mr. Yu is subject to retirement by rotation and re-election at least once every three years in accordance with the provisions of the Bye-Laws. Mr. Yu's emoluments for the year ended 31 March 2020 is approximately HK$100,000 which is determined by reference to his duties and responsibilities, the Company's performance, industry norm and general market conditions.

Save as disclosed above, the Board is not aware of any other matters in relation to the proposed re-election of the above Directors that need to be brought to the attention of Shareholders of the Company and there is no other information which is required to be disclosed pursuant to rule 13.51(2) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED

金 源 米 業 國 際 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 677)

NOTICE IS HEREBY GIVEN that the 2020 Annual General Meeting (the "Annual General Meeting") of the Company will be held at Conference Room, 11/F., Golden Resources Centre, 2-12 Cheung Tat Road, Tsing Yi Island, New Territories, Hong Kong on Wednesday, 26 August 2020 at 11:30 a.m. for the following purposes:

1. To receive and consider the financial statements and the reports of the directors and auditor for the year ended 31 March 2020.
2. To declare a final dividend.
3. To re-elect the directors and to authorize the board of directors to fix the remuneration of directors.
4. To re-appoint the auditor and to authorize the board of directors to fix the remuneration of auditor.
5. To consider and, if thought fit, pass with or without amendments, the following resolutions as Ordinary Resolutions of the Company:

ORDINARY RESOLUTIONS

1. "THAT:
2. 1. Subject to paragraph (ii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of HK$0.10 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this

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NOTICE OF ANNUAL GENERAL MEETING

1. the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval in paragraph (i) above, otherwise than pursuant to (a) a Rights Issue (as hereinafter defined); (b) an issue of shares as scrip dividends pursuant to the Bye-Laws from time to time; or (c) an issue of shares under any option scheme or any similar arrangement for the time being adopted for the grant or issue to employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company, shall not exceed 20% of the aggregate 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
2. for the purpose of this Resolution,
   "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws or any applicable law to be held; and
   3. the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means an offer of shares open for a period fixed by the directors of the Company to the holders of shares of the Company on the Register of Members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (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 applicable to the Company)."

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NOTICE OF ANNUAL GENERAL MEETING

1. "THAT subject to the passing of Ordinary Resolutions Nos. 5(A) and 5(B) set out in the notice convening this meeting, the general mandate granted to the directors of the Company to allot, issue and deal with additional shares pursuant to Ordinary Resolution No. 5(B) set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares in the capital of the Company repurchased by the Company under the authority granted pursuant to Ordinary Resolution No. 5(A) set out in the notice convening this meeting, provided that such amount of shares shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the said Resolution."

By Order of the Board

Golden Resources Development International Limited

Laurent LAM Kwing Chee

Chairman

Hong Kong, 27 July 2020

Head Office and Principal Place of Business in Hong Kong:

Golden Resources Centre

2-12 Cheung Tat Road

Tsing Yi Island

New Territories

Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote in his stead. A proxy need not be a member of the Company.
2. To be valid, the proxy form, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the Company's Branch Share Registrar in Hong Kong, Tricor Standard Limited, Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than forty-eight hours before the time appointed for holding the Annual General Meeting or any adjournment thereof.
3. The Register of Members of the Company will be closed from Thursday, 20 August 2020 to Wednesday, 26 August 2020, both days inclusive, during which period no transfer of shares of the Company will be registered. Members whose names appear on the Register of Members of the Company at the close of business on Wednesday, 19 August 2020 will be entitled to attend and vote at the Annual General Meeting. All transfers of shares accompanied by the relevant share certificates and the appropriate transfer forms must be lodged with the Company's Branch Share Registrar in Hong Kong, Tricor Standard Limited, Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. (Hong Kong time) on Wednesday, 19 August 2020.

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NOTICE OF ANNUAL GENERAL MEETING

1. The last day for trading in the Company's shares with entitlement to the final dividend will be on Friday, 28 August 2020. The Company's shares will be traded ex-entitlement on Monday, 31 August 2020. The record date for the entitlement to the final dividend is at 4:30 p.m. (Hong Kong time) on Tuesday, 1 September 2020. In order to qualify for the final dividend, if approved, all transfers of shares accompanied by the relevant share certificates and the appropriate transfer forms must be lodged with the Company's Branch Share Registrar in Hong Kong, Tricor Standard Limited, Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. (Hong Kong time) on Tuesday, 1 September 2020.
2. The Company will implement the following precautionary measures at the Annual General Meeting against the COVID-19 pandemic to protect the members from the risk of infection:
3. 1. compulsory body temperature check and hands sterilization will be conducted for every member or proxy at the entrance of the venue. Any person with a body temperature of over 37.4 degrees Celsius will not be admitted to the venue;
   2. every member or proxy is required to wear a self-prepared surgical face mask throughout the meeting. Any person who refuses to follow the aforesaid will not be admitted to the venue;
   3. every member or proxy who has any flu-like symptoms or subject to any Hong Kong Government prescribed quarantine or has close contact with any person under quarantine will not be admitted to the venue; and
   4. no refreshments will be served at the Annual General Meeting.

Furthermore, the Company wishes to strongly advise the members, particularly those who are unwell or subject to quarantine in relation to COVID-19, that they may appoint the chairman of the Annual General Meeting as a proxy to vote on the resolutions, instead of attending the Annual General Meeting in person, by completing and return the proxy form attached to this document.

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