Wanguo International Mining : (1) Proposed Granting of General Mandates to Issue and Repurchase Shares (2) Proposed Re-election of Retiring Directors (3) Notice of Annual General Meeting

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DEFINITIONS

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

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DEFINITIONS

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LETTER FROM THE BOARD

Wanguo International Mining Group Limited 萬 國 國 際 礦 業 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3939)

1. PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS
3. 1. NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to

be proposed, and if thought fit, to be approved at the Annual General Meeting in respect of (i) the granting of the Issuing Mandate to the Directors; (ii) the granting of the Repurchase Mandate to the Directors; (iii) the extension of the Issuing Mandate by adding to it the aggregate number of the issued Shares repurchased by the Company under the Repurchase Mandate; and (iv) the re-election of the retiring Directors at the Annual General Meeting, and to seek your approval for the relevant ordinary resolutions relating to these matters at the Annual General Meeting.

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LETTER FROM THE BOARD

2. PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

The Company's existing mandates to issue and repurchase Shares were approved by the Shareholders at the last annual general meeting of the Company held on 26 June 2020. Unless otherwise renewed, such mandates will lapse at the conclusion of the Annual General Meeting.

As at the Latest Practicable Date, the issued share capital of the Company comprised 828,000,000 Shares.

In order to give the Company the flexibility to issue and repurchase Shares if and when appropriate, ordinary resolutions will be proposed at the Annual General Meeting to approve the following:

1. the granting of the Issuing Mandate to the Directors to exercise all the powers of the Company to allot, issue or otherwise deal with additional Shares not exceeding 20% of the number of issued Shares as at the date of passing of such resolution (i.e. 165,600,000 Shares, on the basis that the number of issued Shares remains unchanged until the date of the Annual General Meeting);
2. the granting of the Repurchase Mandate to the Directors to exercise the power of the Company to purchase Shares on the Stock Exchange or any other stock exchange of which the Shares may be listed and which is recognised by the Securities and Futures Commission and the Stock Exchange not exceeding 10% of the number of issued Shares as at the date of passing of such resolution (i.e. 82,800,000 Shares, on the basis that the number of issued Shares remains unchanged until the date of the Annual General Meeting); and
3. the extension of the Issuing Mandate by adding the aggregate number of Shares repurchased by the Company pursuant to the Repurchase Mandate.

Subject to the passing of the relevant resolutions, the Issuing Mandate and the Repurchase Mandate will continue to be in force until the conclusion of the next annual general meeting of the Company held after the Annual General Meeting or any earlier date as referred to in the proposed ordinary resolutions numbered 5 and 6 set out in the notice of the Annual General Meeting. With reference to the Issuing Mandate and the Repurchase Mandate, the Directors wish to state that they have no immediate plan to issue or repurchase any Shares pursuant thereto.

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LETTER FROM THE BOARD

In accordance with the requirements of Rule 10.06(1)(b) of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Repurchase Mandate. Such explanatory statement is set out in Appendix I to this circular.

3. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

The Board currently consists of ten Directors, comprising four executive Directors, viz, Mr. Gao Mingqing, Ms. Gao Jinzhu, Mr. Xie Yaolin and Mr. Liu Zhichun; two non-executive Directors, viz, Mr. Li Kwok Ping and Mr. Lee Hung Yuen; and four independent non-executive Directors, viz, Dr. Lu Jian Zhong, Mr. Qi Yang, Mr. Shen Peng and Mr. Wang Xin.

In accordance with article 87 of the Articles of Association, Mr. Liu Zhichun, Mr. Li Kwok Ping, Mr. Qi Yang and Mr. Shen Peng shall retire from office at the Annual General Meeting and being eligible, offer themselves for re-election.

Each of Mr. Liu Zhichun, Mr. Li Kwok Ping, Mr. Qi Yang and Mr. Shen Peng has indicated his willingness to offer himself for re-election at the Annual General Meeting.

On 23 December 2020, the Nomination Committee, having reviewed the Board composition, nominated each of the retiring Directors to the Board for recommendation to the Shareholders for re-election at the Annual General Meeting.

The nominations were made in accordance with the Nomination Policy of the Company and the selection criteria (including without limitation, gender, age, cultural and educational background, skills, knowledge and, professional experience), with due regard to the benefits of diversity as set out under the Company's Board Diversity Policy, as well as the respective contributions of the retiring Directors to the Board.

Mr. Shen Peng and Mr. Qi Yang will serve as Independent Non-executive Directors for more than 9 years subsequent to 11 June 2021. Pursuant to the code provision A.4.3 of the CG Code,

1. having served the company for more than 9 years could be relevant to the determination of an independent non-executive director's independence and (b) if an independent non-executive director has served more than 9 years, his further appointment should be subject to a separate resolution to be approved by shareholders.

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LETTER FROM THE BOARD

The Company has received from Mr. Shen and Mr. Qi confirmations of independence pursuant to Rule 3.13 of the Listing Rules. Mr. Shen and Mr. Qi have not engaged in any executive management of the Group. Mr. Shen posses valuable experiences in finance and mining industry of both China and Australia while Mr. Qi is qualified lawyer in PRC. Alongside with the other Independent Non-executive Directors, they contribute to ensuring the interests of all Shareholders. They made objective decisions and contributed to the Board with their valuable experience for promoting the best interests of the Company and the Shareholders, and they demonstrated a firm commitment to their roles. The Board considers that the appointments of both Mr. Shen and Mr. QI would not affect his exercise of independent judgment and is satisfied that both Mr. Shen and Mr. Qi have the required character, integrity and experience to continue fulfilling the role of independent non-executive Directors. The Board also considers the re-election of Mr. Shen and Mr. Qi as independent non-executive Directors is in the best interest of the Company and its Shareholders as a whole.

On 31 March 2021, with the recommendation of the Nomination Committee, the Board proposed that all the retiring Directors stand for re-election at the Annual General Meeting. Each of the retiring Directors abstained from voting at the Board meeting regarding their respective propositions for re-election by the Shareholders at the Annual General Meeting.

Biographical details of the retiring Directors are set out in Appendix II to this circular.

Further information about the Board composition and diversity as well as the Directors' attendance record at the meetings of the Board and/or its committees and the general meetings of the Company is disclosed in the Company's 2020 annual report.

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LETTER FROM THE BOARD

4. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 19 to 24 of this circular.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of HKEX (www.hkexnews.hk) and the Company (www.wgmine.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof if you so wish and in such event, the form of proxy shall be deemed to be revoked.

5. VOTING BY POLL AT THE ANNUAL GENERAL MEETING

Pursuant to article 66 of the Articles of Association and Rule 13.39(4) of the Listing Rules, all resolutions set out in the notice of the Annual General Meeting will be decided by way of a poll.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative shall have one vote for every fully paid Share of which he is the holder. A Shareholder entitled to more than one vote needs not use all his/ her votes or cast all the votes he uses in the same way.

After the conclusion of the Annual General Meeting, the poll vote results will be published on the websites of HKEX (www.hkexnews.hk) and the Company (www.wgmine.com) in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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LETTER FROM THE BOARD

6. RECOMMENDATION

The Board considers that the proposed re-election of retiring Directors, the granting of the Repurchase Mandate and the granting/extension of the Issuing Mandate are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

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.

8. GENERAL INFORMATION

Your attention is drawn to the additional information set out in Appendix I (Explanatory Statement on the Repurchase Mandate) and Appendix II (Details of Retiring Directors proposed to be re-elected at the Annual General Meeting) to this circular.

Yours faithfully,

For and on behalf of the Board

Wanguo International Mining Group Limited

Gao Mingqing

Chairman

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This appendix serves as an explanatory statement, as required under Rule 10.06(1)(b) of the Listing Rules, to provide the Shareholders with requisite information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Repurchase Mandate:

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 828,000,000 fully paid Shares.

Subject to the passing of the ordinary resolution in respect of the granting of the Repurchase Mandate at the Annual General Meeting and on the basis that no further Shares are issued or repurchased by the Company following the Latest Practicable Date up to the date of the Annual General Meeting, the Directors would be authorised under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a maximum of 82,800,000 Shares, representing 10% of the expected number of issued Shares as at the date of passing of the relevant resolution at the Annual General Meeting.

2. REASONS FOR REPURCHASE

The Directors believe that the granting of the Repurchase Mandate to seek a general authority from the Shareholders to enable the Company to repurchase its own Shares is in the best interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

3. FUNDING OF REPURCHASE

Repurchases would be funded entirely from the Company's available cash flow or working capital facilities which will be funds legally available under the applicable laws and regulations of the Cayman Islands, the memorandum and articles of association of the Company, and the Listing Rules, as the case may be.

4. IMPACT OF REPURCHASE

An exercise of the Repurchase Mandate in full may have a material adverse impact on the working capital and gearing position of the Company compared with the working capital and gearing position of the Company as at 31 December 2020, being the date to which the latest published audited consolidated financial statements of the Company was made up. The Directors do not, however, intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

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5. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purpose of Rule 26 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholders' interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, according to the register of interests kept by the Company pursuant to section 336 of the SFO and so far as was known to, or could be ascertained after reasonable enquiries by the Directors, the following entities/persons were directly or indirectly interested in 5% or more of the issued Shares:

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Notes:

1. Victor Soar Investments Limited is wholly owned and controlled by Mr. Gao Mingqing.
2. Ms. Lin Yinyin is the wife of Mr. Gao Mingqing and is deemed to be interested in the 281,400,000 Shares held by Victor Soar Investments Limited, a company controlled by Mr. Gao Mingqing.
3. Achieve Ample Investments limited is wholly owned and controlled by Ms. Gao Jinzhu.
4. Mr. Wang Weimian is the husband of Ms. Gao Jinzhu and is deemed to be interested in the 138,600,000 Shares held by Achieve Ample Investments Limited, a company controlled by Ms. Gao Jinzhu.
5. Shandong Humon Mining Development Limited is a wholly-owned subsidiary of Hong Kong Humon International Logistics Limited (香港恆邦國際物流有限公司), which in turn is wholly-owned by Shandong Humon Smelting Co., Ltd., a company listed on Shenzhen Stock Exchange with stock code:
   002237.
   Shandong Humon Smelting Co., Ltd is owned as to 44.48% by Jiangxi Copper Company Limited, a company listed on both Shanghai Stock Exchange and Hong Kong Stock Exchange with stock code: 600362 and 358 respectively, which in turn is owned as to 43.72% by Jiangxi Copper Corporation Limited.
6. Haitong International Financial Solutions Limited is indirectly owned by Haitong International Securities Group Limited, which in turn is owned as to 64.40% by Haitong International Holdings Limited, which is ultimately owned by Haitong Securities Co., Ltd.

As at the Latest Practicable Date, to the best knowledge and belief of the Company, Mr. Gao Mingqing was beneficially interested in an aggregate of approximately 33.99% of the issued Shares. In the event that the Repurchase Mandate is exercised in full, the shareholding in the Company held by him would be increased to approximately 37.76% of the issued Shares. Such increase would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

Save as aforesaid, the Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

The Directors will use their best endeavours to ensure that the Repurchase Mandate will not be exercised to such an extent that, as a result of such repurchase, would give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the number of Shares held by the public falling below the prescribed minimum percentage of 25% as required by the Listing Rules.

6. UNDERTAKING

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

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The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, nor have they undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules, the laws of the Cayman Islands and the memorandum and articles of association of the Company.

7. SHARE PRICES

Set out below shows the highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date:

8. REPURCHASE OF SHARES MADE BY THE COMPANY

The Company has not repurchased any Shares (whether on the Stock Exchange or otherwise) during the six months prior to the Latest Practicable Date.

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Pursuant to the Listing Rules, the biographical details of the Directors who will retire at the Annual General Meeting according to the Articles of Association and will be proposed to be reelected at the Annual General Meeting are provided below:

EXECUTIVE DIRECTOR

MR. LIU ZHICHUN（劉志純）("Mr. Liu"), AGED 53

Experience

Mr. Liu is an executive Director and a member of the remuneration committee (the "Remuneration Committee") of the Board. He has been the deputy general manager of Yifeng Wanguo since he joined our Group in January 2008. Mr. Liu was appointed as an executive Director on 12 June 2012. He is primarily responsible for the marketing and sale of our products. Mr. Liu

has approximately 22 years of experience in general marketing and sales of mining products. Prior to joining us in 2008, Mr. Liu worked in Hunan Province Chejiang Copper Mine（湖南省車江銅 礦）from 1991 to 1997 where he last served as the deputy manager of the business department. Mr. Liu received a bachelor's degree in history from the Hunan Science and Technology University（湖 南科技大學）, previously known as the Xiangtan Normal University（湘潭師範學院）, in June 1991.

Save as disclosed above, he does not hold other position in the Group nor does he hold any directorship in any other public companies the securities of which are listed in Hong Kong or overseas in the past three years.

Length of service and emoluments

Mr. Liu has entered into a service contract with the Company for a fixed term of three years which is renewable for subsequent periods of three years, unless terminated by at least three month's written notice served by either party at any time during the then existing term. He is subject to retirement by rotation and re-election at the Annual General Meeting in accordance with the Articles of Association. His annual remuneration is fixed at a rate of RMB460,000 and he is eligible to receive a performance related discretionary bonus which will be determined by the Board with reference to the Company's remuneration policy, his duties and level of responsibilities and the results of the Group.

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Relationship

Save as disclosed above, Mr. Liu does not have any relationship with any other Directors, senior management, or substantial or controlling shareholders (as defined in the Listing Rules).

Interest in Shares

As at the Latest Practicable Date, Mr. Liu is not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the SFO.

Matters that need to be brought to the attention of the Shareholders

Saved as disclosed above, there are no other matters concerning Mr. Liu that need to be brought to the attention of the Shareholders nor is there any other information relating to Mr. Liu that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

NON-EXECUTIVE DIRECTOR

MR. LI KWOK PING（李國平）("Mr. Li"), AGED 58

Experience

Mr. Li was appointed as our non-executive Director on 12 June 2012. He is primarily responsible for advising on marketing activities and expansion of client network and has been a

director of Yifeng Wanguo since November 2007. Mr. Li has approximately 25 years of experiences in cross-border trading. He has been a director of Corbest Development Limited（高柏斯發展有 限公司）, a company engaged in the manufacture and trading of electronic products, since October 2000. Save as disclosed above, he does not hold other position in the Group nor does he hold any

directorship in any other public companies the securities of which are listed in Hong Kong or overseas in the past three years.

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Length of service and emoluments

Mr. Li has entered into a service contract with the Company for a fixed term of three years which is renewable for subsequent periods of three years, unless terminated by at least three month's written notice served by either party at any time during the then existing term. He is subject to retirement by rotation and re-election at the Annual General Meeting in accordance with the Articles of Association. His annual remuneration is fixed at a rate of RMB200,000 and he is eligible to receive a performance related discretionary bonus which will be determined by the Board with reference to the Company's remuneration policy, his duties and level of responsibilities and the results of the Group.

Relationship

Mr. Li is a cousin of Mr. Gao Mingqing, our chairman, chief executive officer and executive Director.

Save as disclosed above, Mr. Li does not have any relationship with any other Directors, senior management, or substantial or controlling shareholders (as defined in the Listing Rules).

Interest in Shares

As at the Latest Practicable Date, Mr. Li is not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the SFO.

Matters that need to be brought to the attention of the Shareholders

Saved as disclosed above, there are no other matters concerning Mr. Li that need to be brought to the attention of the Shareholders nor is there any other information relating to Mr. Li that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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INDEPENDENT NON-EXECUTIVE DIRECTORS

MR. QI YANG（祁揚, former name: 祁楊）("Mr. Qi"), AGED 53

Experience

Mr. Qi was appointed as our independent non-executive Director on 12 June 2012. He is also the chairman of the Remuneration Committee and a member of each of the Audit Committee and

the Nomination Committee. Mr. Qi has joined Hunan Nonferrous Metals Holding Group Co., Ltd. （湖南有色金屬控股集團有限公司）("HNG"), the parent company of Hunan Nonferrous Metals Corporation Limited（湖南有色金屬股份有限公司）("HNL") shares of which were listed on the Main Board of the Stock Exchange (stock code: 2626) and delisted on 31 March 2015, since

November 2006 and acted as the head of its legal affairs department. He currently acts as the head of office of the board of directors and a member of its investment audit committee of HNG. Mr. Qi

has also been a supervisor of HNL since March 2009. He was awarded the "Pioneering Individual in Provincial Legal Affairs in Corporate Supervision"（省屬監管企業法律事務工作先進個人）in 2008 by the State-Owned Assets Supervision and Administration Commission of Hunan Provincial People's Government（湖南省人民政府國有資產管理監督管理委員會）. Mr. Qi was qualified as a lawyer in the PRC in 1994. He graduated from the Zhongnan Institute of Politics and Law（中 南政法學院）with a bachelor's degree in law in July 1991 and graduated as a research student in economic law from the Hunan University（湖南大學）in December 2002. Save as disclosed above, he does not hold other position in the Group nor does he hold any directorship in any other public

companies the securities of which are listed in Hong Kong or overseas in the past three years.

Length of service and emoluments

Mr. Qi has entered into a service contract with the Company for a fixed term of three years which is renewable for subsequent periods of three years, unless terminated by at least three month's written notice served by either party at any time during the then existing term. He is subject to retirement by rotation and re-election at the Annual General Meeting in accordance with the Articles of Association. His annual remuneration is fixed at a rate of RMB150,000 and he is eligible to receive a performance related discretionary bonus which will be determined by the Board with reference to the Company's remuneration policy, his duties and level of responsibilities and the results of the Group.

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Relationship

Save as disclosed above, Mr. Qi does not have any relationship with any other Directors, senior management, or substantial or controlling shareholders (as defined in the Listing Rules).

Interest in Shares

As at the Latest Practicable Date, Mr. Qi is not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the SFO.

Matters that need to be brought to the attention of the Shareholders

Saved as disclosed above, there are no other matters concerning Mr. Qi that need to be brought to the attention of the Shareholders nor is there any other information relating to Mr. Qi that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing. Rules.

MR. SHEN PENG（沈鵬）("Mr. Shen"), AGED 45

Experience

Mr. Shen was appointed as our independent non-executive Director on 12 June 2012. He is also the chairman of each of the Audit Committee and Nomination Committee. He has more than 22 years of experience in finance and mining industry of China and Australia. From January 2014 to June 2017, Mr. Shen was the director of Carabella Resources Limited, shares of which were listed on the Australian Stock Exchange (stock code: CLR) and delisted on 19 February 2014. Prior to joining Carabella Resources Limited, he was the chief financial officer of Yancoal Australia

Limited, shares of which are listed on the Australian Securities Exchange (stock code: YAL), from 2010 to 2013. Mr. Shen served the Shenhua Group Corporation Limited（神華集團有限責任公 司）, the parent company of China Shenhua Energy Company Limited（中國神華能源股份有限公 司）shares of which were dually listed on the Stock Exchange (stock code: 01088) and the Shanghai Stock Exchange (stock code: 601088), from 2004 to 2010. Mr. Shen worked in Deloitte Touche

Tohmatsu CPA Ltd. Beijing Branch from 1998 to 2001. He graduated from the Central University of Finance and Economics（中央財經大學）with a bachelor's degree in economics in July 1998 and the University of Melbourne with a master's degree in applied finance in December 2003.

Save as disclosed above, he does not hold other position in the Group nor does he hold any directorship in any other public companies the securities of which are listed in Hong Kong or overseas in the past three years.

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Length of service and emoluments

Mr. Shen has entered into a service contract with the Company for a fixed term of three years unless terminated by at least three month's written notice served by either party at any time during the then existing term. He is subject to retirement by rotation and re-election at the Annual General Meeting in accordance with the Articles of Association. His annual remuneration is fixed at a rate of RMB200,000 which is determined by the Board with reference to the Company's remuneration policy, his duties and level of responsibilities and the results of the Group.

Relationships

Save as disclosed above, Mr. Shen does not have any relationship with any other Director, senior management, or substantial or controlling Shareholders (as defined in the Listing Rules).

Interest in Shares

As at the Latest Practicable Date, Mr. Shen is not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the SFO.

Matters that need to be brought to the attention of the Shareholders

Saved as disclosed above, there are no other matters concerning Mr. Shen that need to be brought to the attention of the Shareholders nor is there any other information relating to Mr. Shen that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

Wanguo International Mining Group Limited 萬 國 國 際 礦 業 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3939)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an annual general meeting of Wanguo International Mining Group Limited (the "Company") will be held at Unit 1, 28/F., Singga Commercial Centre 144-151 Connaught Road West, Hong Kong on Friday, 11 June 2021 at 10:00 a.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the "Directors" each a "Director") and of the independent auditor for the year ended 31 December 2020;
2. To declare a final dividend of RMB2.98 cents per share;
3. (a) To re-elect the following retiring Directors;
4. 1. 1. Mr. Liu Zhichun as an executive Director;
      2. Mr. Li Kwok Ping as a non-executive Director;
      3. Mr. Qi Yang as an independent non-executive Director;
      4. Mr. Shen Peng as an independent non-executive Director;
   2. to authorise the board (the "Board") of Directors to fix the Directors' remuneration;
5. To re-appoint Crowe (HK) CPA Limited as the auditor of the Company and to authorise the Board to fix their remuneration;

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NOTICE OF ANNUAL GENERAL MEETING

5. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

1. subject to paragraph (c) of this resolution, pursuant to the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional ordinary shares of HK$0.1 each in the capital of the Company (the "Shares") (or securities convertible or exchangeable into Shares, or options, warrants or similar rights to subscribe for any shares), and/or to make or grant offers, agreements and/or options, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
2. the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which might require the exercise of such powers after the end of the Relevant Period (as hereinafter defined);
3. the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
4. 1. a Rights Issue (as hereinafter defined);
   2. the exercise of any options granted under the existing share option scheme of the Company or any other option scheme, or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company;
   3. any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or

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NOTICE OF ANNUAL GENERAL MEETING

1. any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares;

shall not exceed 20% of the Shares in issue as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

1. for the purposes of this resolution:
   "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
2. 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 articles of association of the Company or any other applicable laws including, without limitation, laws of the Cayman Islands to be held; and
   3. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution;

"Rights Issue" means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the directors of the Company, to holders of Shares on the register of the Company on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange outside Hong Kong)."

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NOTICE OF ANNUAL GENERAL MEETING

6. To consider and, if thought fit, to pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

1. subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of the power of the Company to purchase the Shares on the Stock Exchange or any other stock exchange on which the Shares (or securities convertible or exchangeable into Shares, or options, warrants or similar rights to subscribe for any shares) may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, subject to and in accordance with all applicable laws and the requirements of the Listing Rules or of any other stock exchange as amended from time to time, be and the same is hereby generally and unconditionally approved;
2. the total number of shares of the Company which may be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period (as hereinafter defined) shall not exceed 10% of the issued Shares as at the date of the passing of this resolution and the approval pursuant to paragraph (a) of this resolution shall be limited accordingly; and
3. for the purposes of this resolution:
   "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:
4. 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 articles of association of the Company or any other applicable laws (including, without limitations laws of the Cayman Islands) to be held; and
   3. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.";

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NOTICE OF ANNUAL GENERAL MEETING

7. To consider as special business and, if thought fit, to pass with or without amendments, the following resolution as an ordinary resolution:

"THAT conditional upon the passing of the resolutions numbered 5 and 6 set out in this notice of annual general meeting, the authority granted to the Directors to exercise the powers of the Company to allot, issue or otherwise deal with shares of the Company pursuant to resolution numbered 4 above be and is hereby extended by the addition to the number of Shares which may be allotted by the Directors pursuant to such authority an amount representing the aggregate number of shares repurchased by the Company under the authority granted pursuant to resolution numbered 5 above, provided that such amount shall not exceed 10% of the aggregate number of shares of the Company in issue as at the date of passing of this resolution."

Hong Kong, 29 April 2021

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him/her. A proxy needs not be a shareholder of the Company. A shareholder who is the holder of two or more shares of the Company may appoint more than one proxy to represent him to attend and vote on his/her behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.
2. To be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
3. To ascertain the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Tuesday, 8 June 2021 to Friday, 11 June 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the above meeting, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 4:30 p.m. on Monday, 7 June 2021.
4. If a black rainstorm warning signal is in force or a tropical cyclone warning signal number 8 or above remains hoisted at 8:00 a.m. on 11 June 2021, the above meeting will be postponed. Shareholders of the Company are requested to read the website of the Company at www.wgmine.com for details of alternative meeting arrangements. If shareholders of the Company have any queries concerning the alternative meeting arrangements, please call the Company at 2803 7711 during business hours from 9:00 a.m. to 5:00 p.m. on Monday to Friday, excluding public holidays.
5. The above meeting will be held as scheduled when an amber or red rainstorm warning signal is in force.
6. Shareholders of the Company should make their own decision as to whether they would attend the above meeting under bad weather conditions bearing in mind their own situation and if they should choose to do so, they are advised to exercise care and caution.

As at the date of this notice, the Board comprises Mr. Gao Mingqing (Chairman and Chief Executive Officer), Ms. Gao Jinzhu, Mr. Xie Yaolin and Mr. Liu Zhichun as executive Directors; Mr. Li Kwok Ping and Mr. Lee Hung Yuen as non-executive Directors; and Dr. Lu Jian Zhong, Mr. Qi Yang, Mr. Shen Peng and Mr. Wang Xin as independent non-executive Directors.

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