China Billion Resources : (1) PROPOSED CAPITAL REORGANISATION AND CHANGE IN BOARD LOT SIZE; (2) PROPOSED RE-ELECTION OF DIRECTOR; AND (3) NOTICE OF EXTRAORDINARY GENERAL MEETING

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 to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Chin a Billion Resources Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or to the transferee(s) or to the bank, the licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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 however arising from or in reliance upon the whole or any part of the contents of this circular.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of China Billion Resources Limited.

CHINA BILLION RESOURCES LIMITED

中 富 資 源 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 274)

1. 1. PROPOSED CAPITAL REORGANISATION AND CHANGE IN BOARD LOT SIZE;
   2. PROPOSED RE-ELECTION OF DIRECTOR; AND
2. NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of China Billion Resources Limited to be held at Plaza 1-2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong at 11:00 a.m. on Monday, 30 December 2019, or any adjournments of the meeting, at which the above proposals will be considered, is set out on pages EGM-1 to EGM-3 of this circular.

Whether or not you intend to attend the meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

6 December 2019

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EXPECTED TIMETABLE

The expected timetable for implementation of the Capital Reorganisation and the change in board lot size is set out below:-

Latest time for lodging transfer of the Existing Shares in

order to qualify for attending the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Friday, 20 December 2019

Closure of register of members of the Company

(both days inclusive) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 23 December 2019 to Monday, 30 December 2019

Latest date and time for lodging forms of proxy for the EGM . . . . . . . . . . 11:00 a.m. on Saturday, 28 December 2019

Date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Monday, 30 December 2019

Announcement of voting results of the EGM . . . . . . . . . . . . . . . . . . . . Monday, 30 December 2019

The following events are conditional on the results of the EGM and the fulfilment of the conditions of the Capital Reorganisation. The dates are therefore tentative.

Grand Court hearing of petition to confirm

the Reduction of Issued Capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 7 February 2020 (Cayman Islands time)

Registration of court order confirming the Reduction of Issued Capital and the minute of the order of

the Reduction of Issued Capital with

the Registrar of Companies in the Cayman Islands . . . . . . . . . . . . . . . Monday, 10 February 2020 (Cayman Islands time)

Effective time and date of the Capital Reorganisation . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 11 February 2020

First day of free exchange of existing share certificates for Existing Shares into new share certificates

for Adjusted Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 11 February 2020

Commencement of dealings in Adjusted Shares . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 11 February 2020

- 4 -

EXPECTED TIMETABLE

Original counter for trading in the Existing Shares in board lots of 40,000 Existing Shares

(in the form of existing share certificates for Existing Shares)

temporarily close . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 11 February 2020

Temporary counter for trading in Adjusted Shares (in the form of existing share certificates

for Existing Shares) close . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Monday, 16 March 2020

Last day of free exchange of existing share certificates for Existing Shares into new share certificates

for Adjusted Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 18 March 2020

All times and dates specified in the expected timetable above refer to Hong Kong times and dates unless otherwise specified.

Dates or time specified in the expected timetable above are indicative only and may be extended or varied by the Company. Any changes to the expected timetable will be published or notified to the Shareholders as and when appropriate.

- 5 -

LETTER FROM THE BOARD

CHINA BILLION RESOURCES LIMITED

中 富 資 源 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 274)

1. 1. PROPOSED CAPITAL REORGANISATION AND CHANGE IN BOARD LOT SIZE;
   2. PROPOSED RE-ELECTION OF DIRECTOR; AND
2. NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 27 November 2019 in relation

to, among other things, the proposed Capital Reorganisation and change in board lot size, and the announcement of the Company dated 30 September 2019 in relation to, among other things, the changes of Directors.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among other things, (i) further information regarding the Capital Reorganisation and change in board lot size; (ii) proposed reelection of Mr. Yan Xiaotian as Director; and (iii) a notice convening the EGM.

2. PROPOSED CAPITAL REORGANISATION AND CHANGE IN BOARD LOT SIZE

Proposed Capital Reorganisation

The Board proposes to implement the Capital Reorganisation which involves the following steps which are to take effect on the same day in the following order:-

1. Share Consolidation

Pursuant to the Share Consolidation, every twenty (20) issued and unissued Existing Shares will be consolidated into one (1) Consolidated Share and where applicable, the total number of Consolidated Shares in the issued share capital of the Company immediately following the Share Consolidation will be rounded down to a whole number.

1. Capital Reduction

The Capital Reduction will involve the following:

1. the Reduction of Issued Capital whereby the par value of each issued Consolidated Share will be reduced from HK$0.20 to HK$0.01 by cancelling HK$0.19 of the paid-up capital on each issued Consolidated Share;
2. the subdivision of each authorised but unissued Consolidated Share of par value of HK$0.20 into 20 unissued Adjusted Shares; and
3. the application of the credit arising from the Reduction of Issued Capital along with the entire amount standing to the credit of the share premium account of the Company in and towards setting off of part of the accumulated deficit of the Company in a manner as permitted by the Companies Law and other applicable laws.

Any fractional Adjusted Shares arising from the Capital Reorganisation (principally as a result of the Share Consolidation) will be disregarded and will not be issued to the Shareholders. All such fractional Adjusted Shares will be aggregated and sold, if possible. The proceeds of such sale (net of related expenses) will be retained for the benefit of the Company.

- 7 -

LETTER FROM THE BOARD

Conditions to the Capital Reorganisation

The Capital Reorganisation is conditional upon the following:-

1. the passing of the necessary resolutions by the Shareholders at the EGM to approve the Capital Reorganisation;
2. the Grand Court granting an order confirming the Reduction of Issued Capital;
3. compliance with any conditions which the Grand Court may impose in relation to the Reduction of Issued Capital;
4. the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Adjusted Shares in issue immediately upon the Capital Reorganisation becoming effective; and
5. the registration by the Registrar of Companies in the Cayman Islands of a copy of the order of the Grand Court confirming the Reduction of Issued Capital and the minute approved by the Grand Court containing the particulars required under the Companies Law with respect to the Reduction of Issued Capital.

Effect of the Capital Reorganisation

Assuming that there are no other changes in the issued share capital of the Company from the Latest Practicable Date, the share capital structure of the Company as at (i) the Latest Practicable Date and (ii) immediately after the Capital Reorganisation becoming effective, will be as follows:-

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LETTER FROM THE BOARD

All Adjusted Shares in issue immediately following the Capital Reorganisation becoming effective will rank pari passu in all respects with each other. The Capital Reorganisation will not result in any change in the relative rights of the Shareholders, save for any fractional Adjusted Shares to which Shareholders may otherwise be entitled to, which will not be issued to Shareholders. Instead, all such fractional Adjusted Shares will be aggregated and sold, if possible. The proceeds of such sale (net of related expenses) will be retained for the benefit of the Company. Fractional Adjusted Shares will only arise if an integral number does not result when the total number of Existing Shares held by a Shareholder (regardless of the number of share certificates held by such Shareholder) is divided by 20.

The Company currently has no plan or intention to carry out any future corporate actions in the next twelve months which may have an effect of undermining or negating the intended purpose of the Capital Reorganisation or further changing the trading arrangement of the Company. As at the Latest Practicable Date, the Company has no outstanding warrants, options or convertible securities or other similar rights which are convertible or exchangeable into Shares.

Other than the expense to be incurred in relation to the Capital Reorganisation, the implementation of the Capital Reorganisation will not, of itself, alter the underlying assets business operations, management or financial position of the Company or the interests or rights of the Shareholders on the date on which the Capital Reorganisation is to be effected.

Change in board lot size

As at the Latest Practicable Date, the Existing Shares are traded on the Stock Exchange in board lot size of 40,000 Existing Shares. As stated in the announcement of the Company dated 27 November 2019, the Board has approved, conditional upon the Capital Reorganisation becoming effective, the change of the board lot size for trading on the Stock Exchange from the current 40,000 Existing Shares to 10,000 Adjusted Shares.

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LETTER FROM THE BOARD

Based on the closing price of HK$0.016 per Existing Share as at the Latest Practicable Date, the board lot value of 40,000 Existing Shares is only HK$640. A minimal board lot value of HK$2,000 will be attained when the board lot size is changed to 10,000 Adjusted Shares upon the Capital Reorganisation becoming effective.

The change in board lot size will not result in any change in the relative rights of the Shareholders.

Further announcement(s) will be made by the Company to inform Shareholders of the progress of the Capital Reorganisation and change in board lot size, including but not limited to any updates to the expected timetable of the Capital Reorganisation and change in board lot size, as and when appropriate.

Reasons for the Capital Reorganisation and change in board lot size

The Share Consolidation will reduce the total number of Existing Shares currently in issue and is expected to bring about a corresponding upward adjustment to the trading price per Adjusted Share on the Stock Exchange, and hence, the transaction cost as a proportion of the market value of each board lot will be lower.

Based on the closing price of HK$0.016 per Existing Share (equivalent to the theoretical closing price of HK$0.32 per Adjusted Share) as at the Latest Practicable Date,

1. the value of each board lot of 40,000 Adjusted Shares would be HK$12,800 assuming the Capital Reorganisation has become effective; and (ii) the estimated market value per board lot of 10,000 Adjusted Shares would be HK$3,200 assuming the change in board lot size has also been effective. The change in board lot size upon the Capital Reorganisation taking effect will maintain the trading amount for each new board lot of Adjusted Shares at a reasonable level and improve the trading liquidity of the Adjusted Shares, thereby attracting more investors and broaden the shareholder base of the Company.

Further, under the Companies Law, the Company is restricted in its ability to issue Shares at a price lower than their par value. The Capital Reduction will reduce the par value of the Consolidated Shares, which will provide the Company with greater flexibility to accommodate the issue of new Adjusted Shares in the future when necessary and thereby enabling the re-capitalisation of the share capital of the Company.

The Directors consider that the Capital Reorganisation and the proposed adjustment in board lot size would help maintain the transaction amount for each board lot at a reasonable level and attract more investors and extend the base of the Shareholders, provide flexibility for equity fund raising of the Company in the future and eliminate a substantial amount of the Company's accumulated loss, hence, allowing greater flexibility for the Company to pay dividends in the future. Accordingly, the Directors are of the view that the implementation of the Capital Reorganisation and the proposed adjustment in board lot size are beneficial to and in the interests of the Company and the Shareholders as a whole.

- 10 -

LETTER FROM THE BOARD

As at the Latest Practicable Date, save for the issue of Shares under the general mandate as disclosed in the Company's announcement dated 27 November 2019 and which was completed on 4 December 2019, the Company had no plan or intention or was not under any negotiation to enter into any agreement to conduct equity fund raising activity for the Group in the next twelve months. However, the Company can not rule out the possibility of conducting equity fund raising exercises when suitable fund raising opportunities arise or when required by the business development and expansion in the future.

Listing and dealings

Application has been made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Adjusted Shares immediately upon the Capital Reorganisation becoming effective.

Subject to the granting of the listing of, and permission to deal in, the Adjusted Shares on the Stock Exchange, the Adjusted Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Adjusted Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

None of the equity or debt securities of the Company is listed or dealt in on any other stock exchange other than the Stock Exchange and no such listing or permission to deal is being or is proposed to be sought.

The Adjusted Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid. All necessary arrangements will be made for the Adjusted Shares to be admitted into

CCASS.

Free exchange of share certificates

Subject to the Capital Reorganisation becoming effective, Shareholders may, on or after Tuesday, 11 February 2020 until Wednesday, 18 March 2020 (both days inclusive), submit share certificates for the Existing Shares (in blue colour) to the Company's branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, to exchange, at the expense of the Company, for new share certificates for the Adjusted Shares (in purple colour), on the basis of twenty (20) Existing Shares for one (1) Adjusted Share. Thereafter, certificates for the Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each share certificate for the Existing Shares submitted for cancellation or each new share certificate issued for the Adjusted Shares, whichever the number of certificates cancelled/issued is higher. After 4:10 p.m. on Monday, 16 March 2020, existing share certificates for the Existing Shares will only remain effective as documents of title and may be exchanged for certificates for the Adjusted Shares at any time but will not be accepted for delivery, trading and settlement purposes.

- 11 -

LETTER FROM THE BOARD

3. ODD LOT TRADING ARRANGEMENT

In order to facilitate the trading of odd lots (if any) of the Adjusted Shares arising from the Capital Reorganisation and/or change in board lot size, the Company has appointed AJ Securities Limited to arrange for matching services on a best effort basis regarding the sale and purchase of odd lots of Adjusted Shares from Tuesday, 25 February 2020 to Monday, 16 March 2020 (both days inclusive). Shareholders who wish to take advantage of this matching service either to dispose of their odd lots of Adjusted Shares or to top up to the new board lot of 10,000 Adjusted Shares should contact Mr. Branco Tsang of AJ Securities Limited at Unit 3908-09, 39/F, COSCO Tower, No. 183 Queen's Road Central, Hong Kong at telephone number (+852) 3891 5066 during office hours of AJ Securities Limited between 9:00 a.m. to 4:10 p.m.

Shareholders should note that successful matching of the sale and purchase of odd lots of the Adjusted Shares is not guaranteed. Any Shareholder who is in any doubt about the odd lot trading arrangement is recommended to consult his/her/its own professional advisers.

4. RE-ELECTION OF DIRECTOR

In accordance with article 83(3) of the Articles of Association, Mr. Yan Xiaotian, who was appointed as a Director on 30 September 2019 shall retire from office at the first general meeting of the Company after his appointment and, being eligible, will offer himself for re-election as Director.

The biographical details of the Mr. Yan Xiaotian who is proposed to be re-elected at the EGM are set out below:-

Mr. Yan Xiaotian, aged 60, has extensive experience in economic, financing and management. Mr. Yan Xiaotian served as the president of the head office of Bank of China Limited, the vice president of CITIC Bank Corporation Limited (formerly known as CITIC Industrial Bank Limited), Guangzhou branch, China, the general manager of CITIC Securities Co., Ltd. (Guangzhou), and a director and an executive president of South China International Leasing Co., Ltd. Mr. Yan Xiaotian is currently an executive director of China Youzan Limited (formerly known as China Innovationpay Group Limited, a company listed on the GEM of the Stock Exchange (stock code: 8083)) and an independent non-executive director of Prosperity International Holdings (H.K.) Limited (a company listed on the main board of the Stock Exchange (stock code: 803)). Mr. Yan Xiaotian has obtained a masters degree in economics from Graduate School of the Financial Research Institute of the People's Bank of China in 1986 and is a senior economist.

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LETTER FROM THE BOARD

Mr. Yan Xiaotian was appointed by the Company for a term of one year commencing from 30 September 2019. Mr. Yan Xiaotian is entitled to a remuneration of HK$10,000 per month pursuant to his appointment letter which remuneration has been determined having regard to his duties, responsibilities, performance, prevailing market conditions and remuneration benchmark relevant to other directors of listed companies of similar size and industry nature.

Save as disclosed above, Mr. Yan Xiaotian does not (i) hold any other position in the Company or any of its subsidiaries; (ii) have any relationship with any other Directors, senior management, or substantial or controlling shareholders of the Company; (iii) hold any directorship in any other publicly listed companies, whether in Hong Kong or overseas in the past three years. In addition, as at the Latest Practicable Date, Mr. Yan Xiaotian does not have nor is he deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations which is required to be disclosed under Part XV of the SFO.

Save as disclosed above, there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders and there is no information which is required to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

5. EXTRAORDINARY GENERAL MEETING

The EGM will be convened and held at Plaza 1-2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong at 11:00 a.m. on Monday, 30 December 2019 for the Shareholders to consider and, if thought fit, approve the resolutions for effecting the Capital Reorganisation and approving the re-election of Mr. Yan Xiaotian as Director by way of poll. A notice convening the EGM is set out on pages EGM-1 to EGM-3 of this circular.

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, there is (i) no voting trust or other agreement or arrangement or understanding entered into by or binding upon any Shareholder; and (ii) no obligation or entitlement of any Shareholder as at the Latest Practicable Date, whereby it has or may have temporarily or permanently passed control over the exercise of the voting right in respect of its Shares to a third party, either generally or on a case-by-case basis.

The register of members of the Company will be closed from Monday, 23 December 2019 to Monday, 30 December 2019 (both days inclusive), during which period no transfer of the Existing Shares will be registered. In order to determine the identity of Shareholders who are entitled to attend and vote at the EGM, all share transfer document(s) accompanied by the relevant share certificate(s) must be lodged with the Company's Hong Kong branch share registrar and transfer office, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:30 p.m. on Friday, 20 December 2019.

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LETTER FROM THE BOARD

Whether or not you intend to attend the meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, the voting of the resolutions as set out in the notice of EGM shall be taken by way of poll at the EGM. The result of the poll will be announced after the EGM.

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholder has an interest in the Capital Reorganisation which is materially different from the other Shareholders. As such, no Shareholder is required to abstain from voting under the Listing Rules at the EGM on the resolutions to effect the Capital Reorganisation.

6. RECOMMENDATION

The Board considers that the proposed Capital Reorganisation and the proposed re-election of Mr. Yan Xiaotian as Director are fair and reasonable and are in the interest of the Company and the Shareholders as a whole. Accordingly, the Board recommends you to vote in favour of all the resolutions to be proposed at the EGM.

7. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,

By Order of the Board of

China Billion Resources Limited

Qiao Bingya

Chairman of the Board

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

CHINA BILLION RESOURCES LIMITED

中 富 資 源 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 274)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the "Meeting") of China Billion Resources Limited (the "Company") will be held at Plaza 1-2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong at 11:00 a.m. on Monday, 30 December 2019 for the purposes of consideration and, if thought fit, passing the following resolutions of the Company:-

SPECIAL RESOLUTION

1. "THAT subject to and conditional upon (inter alia) (i) the approval of the Reduction of Issued Capital (as defined below) by the Grand Court of the Cayman Islands ("Cayman Court"); (ii) the registration of the order of the Cayman Court confirming the Reduction of Issued Capital and the minute approved by the Cayman Court relating to the Reduction of Issued Capital (as required under the Companies Law of the Cayman Islands ("Companies Law")); (iii) compliance with any conditions or directions as may be imposed by the Cayman Court; and (iv) the Listing Committee of the Stock Exchange of Hong Kong Limited granting approval for the listing of, and permission to deal in, the Adjusted Shares (as defined below) in issue immediately upon the Capital Reorganisation (as defined below) becoming effective:

1. every twenty (20) issued and unissued shares of HK$0.01 each in the share capital of the Company be consolidated (the "Share Consolidation", together with the Capital Reduction (as defined below), the "Capital Reorganisation") into one (1) share of HK$0.20 each (each a "Consolidated Share");

EGM - 1

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. subject to and forthwith upon the Share Consolidation becoming effective, the par value of each issued Consolidated Share be reduced from HK$0.20 to HK$0.01 by the cancellation of HK$0.19 of the paid-up capital on each issued Consolidated Share (the "Reduction of Issued Capital") so that each issued Consolidated Share will be treated as one fully paid-up share of par value of HK$0.01 each in the share capital of the Company (the "Adjusted Shares");
2. the credit arising from the Reduction of Issued Capital and the entire amount standing to the credit of the share premium account of the Company, which amounted to approximately HK$488,361,000 as at 30 June 2019, be applied to set off against the accumulated deficit of the Company and the directors of the Company (the "Directors") be authorised to apply any such credit remaining in any manner as permitted by the Companies Law, the articles of association of the Company and other applicable laws at such time as they may think fit (the "Share Premium Reduction");
3. immediately following the Reduction of Issued Capital, each of the authorised but unissued Consolidated Shares of HK$0.20 each be sub-divided into twenty (20) Adjusted Shares of par value of HK$0.01 each (the "Share Subdivision", together with the Reduction of Issued Capital and Share Premium Reduction, the "Capital Reduction") so that immediately following the Capital Reduction, the authorised share capital of the Company shall become HK$250,000,000 divided into 25,000,000,000 Adjusted Shares;
4. the Adjusted Shares shall rank pari passu in all respects with each other and have such rights and subject to such restrictions as set out in the memorandum of association and articles of association of the Company; and
5. the Directors be and are hereby authorised to do all such acts, deeds and things and to sign all such documents, including under seal where applicable, which they may, in their absolute discretion, deem necessary, desirable, appropriate or expedient to give effect and implement any of the foregoing and to aggregate all fractional Adjusted Shares (which shall not be issued) and sell them for the benefit of the Company."

EGM - 2

NOTICE OF EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTION

2. "THAT

1. Mr. Yan Xiaotian be re-elected as an independent non-executive director of the Company; and
2. the board of directors of the Company be hereby authorised to fix the remuneration of Mr. Yan Xiaotian."

By Order of the Board of

China Billion Resources Limited

Qiao Bingya

Chairman of the Board

Hong Kong, 6 December 2019

Notes:-

1. A shareholder of the Company (the "Shareholder") entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote in his stead. A proxy need not be a member of the Company. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and together with a 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 deposited at the Company's Hong Kong branch share registrar and transfer office, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the appointed time for the holding the Meeting or any adjournment thereof.
2. In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the above Meeting, 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. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
3. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
4. The register of members of the Company will be closed for a period commencing from Monday, 23 December 2019 to Monday, 30 December 2019, both dates inclusive, during which period no transfer of shares will be effected. In order to qualify for attending the Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar and transfer office, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Friday, 20 December 2019.
5. Each of the above resolutions will be put to vote by way of a poll at the Meeting.

As at the date of this notice, the board of directors of the Company comprises three executive directors, namely Mr. Qiao Bingya, Mr. Zhang Yiwen, and Mr. Xie Qiangming, and three independent non-executive directors, namely Mr. Cai Jianhua, Mr. Ho Wing Chung and Mr. Yan Xiaotian.

EGM - 3