Peking University Resrces Hdng : 2019-04-25NOTICE OF ANNUAL GENERAL MEETING

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Peking University Resources (Holdings) Company Limited

北大資源（控股）有限公司

(Incorporated in Bermuda with limited liability)

(Stock code: 00618)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Peking University Resources (Holdings) Company Limited (the "Company") will be held at 11:45 a.m. on Wednesday, 26 June 2019 at Unit 1408, 14th Floor, Cable TV Tower, 9 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong for the following purposes:

1.To receive and adopt the audited financial statements and the reports of directors and auditors of the Company for the year ended 31 December 2018.

2.To declare a final dividend of HK1.75 cents per share of the Company for the year ended 31 December 2018.

3.(a) To re-elect Ms Sun Min as an executive director of the Company;

(b)To re-elect Mr Zheng Fu Shuang as an executive director of the Company;

(c)To re-elect Mr Li Fat Chung as an independent non-executive director of the Company; and

(d)To authorise the board of directors of the Company to fix the directors' remuneration.

4.To re-appoint Ernst & Young as auditors of the Company and to authorise the board of directors of the Company to fix their remuneration.

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ORDINARY RESOLUTIONS

5.As special business, to consider and, if thought fit, pass the following resolution as an ordinary resolution:

"THAT:

(A)subject to paragraph (B) below, the exercise by the board of directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue, grant, distribute and otherwise deal with additional Shares and to make, issue or grant offers, agreements, options, warrants and other securities which will or might require Shares to be allotted, issued, granted, distributed or otherwise dealt with during or after the end of the Relevant Period, be and is hereby generally and unconditionally approved;

(B)the aggregate nominal amount of share capital allotted, issued, granted, distributed or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued, granted, distributed or otherwise dealt with (whether pursuant to an option, conversion or otherwise) by the board of directors of the Company pursuant to the approval in paragraph (A) above, otherwise than pursuant to:

(i)a Rights Issue (as defined below); or

(ii)the grant of options under the share option scheme of the Company or the exercise of any of the subscription rights attaching to any options that have been or may be granted thereunder; or

(iii)the exercise of rights of subscription or conversion under the terms of any warrant issued by the Company or any securities which are convertible into Shares; or

(iv)any scrip dividend scheme or similar arrangement providing for allotment of Shares in lieu of the whole or part of any dividend on Shares in accordance with the Bye-laws of the Company,

shall not exceed the aggregate of:

(a)twenty per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution; and

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(b)(if the board of directors of the Company are so authorised by a separate resolution of the shareholders of the Company) the aggregate nominal amount of the issued share capital of the Company purchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to ten per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution),

and the said approval shall be limited accordingly; and

(C)for the purposes of this resolution:

(i)"Relevant Period" means the period from (and including) the date of passing of this resolution until whichever is the earliest of:

(a)the conclusion of the next annual general meeting of the Company;

(b)the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law to be held; and

(c)the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting;

(ii)"Rights Issue" means an offer of Shares open for a period fixed by the board of directors of the Company to holders of Shares on the register of members (and, if appropriate, to the holders of warrants and other securities which carry a right to subscribe or purchase shares in the Company on the relevant register) on a fixed record date in proportion to their then holdings of such Shares (and, if appropriate, such warrants and other securities) (subject to such exclusions or other arrangements as the board of directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any legal or practical restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any jurisdiction or territory applicable to the Company); and

(iii)"Shares" means shares of all classes in the capital of the Company and warrants and other securities which carry a right to subscribe or purchase shares in the Company."

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6.As special business, to consider and, if thought fit, pass the following resolution as an ordinary resolution:

"THAT:

(A)subject to paragraph (B) below, the exercise by the board of directors of the Company during the Relevant Period of all the powers of the Company to purchase Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the Shares may be listed and which is recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with all applicable laws, including the Hong Kong Code on Share Repurchases and the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange (as amended from time to time), be and is hereby generally and unconditionally approved;

(B)the aggregate nominal amount of Shares which may be purchased or agreed conditionally or unconditionally to be purchased pursuant to the approval in paragraph (A) above shall not exceed ten per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and the said approval be limited accordingly; and

(C)for the purposes of this resolution:

(i)"Relevant Period" means the period from (and including) the passing of this resolution until whichever is the earliest of:

(a)the conclusion of the next annual general meeting of the Company;

(b)the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law to be held; and

(c)the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

(ii)"Shares" means shares of all classes in the capital of the Company and warrants and other securities which carry a right to subscribe or purchase shares in the Company."

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7.As special business, to consider and, if thought fit, pass the following resolution as an ordinary resolution:

"THAT, conditional on the passing of the resolutions set out in items 4 and 5 of the notice convening this meeting ("resolutions 4 and 5, respectively"), the exercise by the board of directors of the Company of the powers referred to in paragraph (A) of resolution 4 in respect of the share capital of the Company referred to in sub-paragraph (b) of paragraph (B) of resolution 4, be and is hereby approved and authorised."

SPECIAL RESOLUTION

8."THAT conditional upon compliance with the requirements of section 46(2) of the Companies Act 1981 of Bermuda (as amended), and with effect immediately upon the passing of this special resolution:

(a)the share premium account of the Company be reduced by the amount of HK$2,689,000,000 and the credit amount arising from the Reduction be transferred to the Contributed Surplus Account (collectively, the "Reduction");

(b)the necessary amount standing to the credit of the Contributed Surplus Account be applied to set off against the entire accumulated losses of the Company to result in nil accumulated losses (the "Accumulated Losses Setoff");

(c)the directors of the Company be and are authorised to utilise and apply any credit balance in the Contributed Surplus Account in the future in accordance with the Bye-laws and all applicable laws (including the application of any credit balance to set off against accumulated losses of the Company), as and when the Directors may consider appropriate; and

(d)the directors of the Company be and are hereby authorised generally to do all acts and things, and to approve, sign and execute any documents, which in their opinion may be necessary, desirable or expedient to implement or to give effect to the foregoing."

By Order of the Board

Peking University Resources (Holdings) Company Limited

Cheang Yee Wah Eva

Company Secretary

Hong Kong, 26 April 2019

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