China Billion Resources : NOTICE OF EXTRAORDINARY GENERAL MEETING

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CHINA BILLION RESOURCES LIMITED

中 富 資 源 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 274)

NOTICE OF EXTRAORDINARY GENERAL MEETING

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");
2. 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");

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1. 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");
2. 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
3. 1. 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."

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

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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.

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