China Billion Resources : PROPOSALS IN RESPECT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL 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 China Billion Resources Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the transferee or to the bank, licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

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

CHINA BILLION RESOURCES LIMITED

中 富 資 源 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 274)

PROPOSALS IN RESPECT OF

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

AND RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual 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 on Thursday, 3 June 2021 at 11:00 a.m., or any adjournments of the meeting, at which a number of matters including the above proposals will be considered, is set out on pages 15 to 20 of this circular.

Whether or not you intend to attend the meeting, 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 AGM (i.e. at 11:00 a.m. on 1 June 2021) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjourned meeting should you so wish.

30 April 2021

	CONTENTS
		Pages
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	General Mandate to Issue Shares and the Extension Mandate . . . . . . . . . . . . . . .	5
3.	General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	－ EXPLANATORY STATEMENT OF THE
	REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II － BIOGRAPHICAL DETAILS OF DIRECTORS
	PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

- i -

DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be held at
	Plaza 1-2, Lower Lobby, Novotel Century Hong Kong,
	238 Jaffe Road, Wanchai, Hong Kong on Thursday, 3 June
	2021 at 11:00 a.m. or, where the context so admits, any
	adjournment thereof

"AGM Notice"

"Articles of Association"

"Audit Committee"

"Board"

"CEO"

"Companies Law"

"Company"

the notice convening the AGM as set out on pages 15 to 20 of this circular

the articles of association of the Company (as amended from time to time)

the audit committee of the Company

the board of directors of the Company

the chief executive officer of the Company

the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

China Billion Resources Limited, an exempted company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange

"Director(s)"

"Executive Director(s)"

"Extension Mandate"

the director(s) of the Company

the executive Director(s)

a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Share Issue Mandate

"Group"

the Company and its subsidiaries

- 1 -

DEFINITIONS

"HK$"

"Hong Kong"

"INED(s)"

"Latest Practicable Date"

"Listing Rules"

"M&A"

"NED"

"Nomination Committee"

"Ordinary Resolution(s)"

"Remuneration Committee"

"Repurchase Mandate"

"SFO"

"Share(s)"

"Shareholder(s)"

Hong Kong dollars, the lawful currency of Hong Kong

the Hong Kong Special Administrative Region of the People's Republic of China

the independent non-executive Director(s)

23 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining the information contained in this circular

the Rules Governing the Listing of Securities on the Stock Exchange

the memorandum and articles of association of the Company as amended from time to time

the non-executive Director

the nomination committee of the Company

the proposed ordinary resolution(s) set out in the AGM Notice

the remuneration committee of the Company

a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to repurchase Shares up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution at the AGM

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (as amended from time to time)

the share(s) of nominal value of HK$0.01 each in the share capital of the Company

holder(s) of the Share(s)

- 2 -

DEFINITIONS

"Share Issue Mandate"

"Stock Exchange"

"Takeovers Code"

"%"

a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with new Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution at the AGM

The Stock Exchange of Hong Kong Limited

the Code on Takeovers and Mergers issued by the Securities and Futures Commission

per cent

- 3 -

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)

Executive Directors:	Registered Office:
Mr. Qiao Bingya (Chairman of the Board & CEO)	Cricket Square, Hutchins Drive
Mr. Xie Qiangming	P.O. Box 2681
Mr. Zhang Yiwen	Grand Cayman KY1-1111
	Cayman Islands
NED:
Mr. Sun Aimin	Head office and principal place
	of business:
INEDs:	Unit 1802, 18/F
Mr. Cai Jianhua	The L Plaza
Mr. Ho Wing Chung	367-375 Queen's Road Central
Mr. Yan Xiaotian	Hong Kong
	30 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSALS IN RESPECT OF

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

AND RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with AGM Notice and information regarding the Ordinary Resolutions to be proposed at the forthcoming AGM relating to, inter alia, (i) the granting of the Share Issue Mandate and the Extension Mandate to the Directors; (ii) the granting of the Repurchase Mandate to the Directors; and (iii) the re-election of retiring Directors.

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LETTER FROM THE BOARD

2. GENERAL MANDATE TO ISSUE SHARES AND THE EXTENSION MANDATE

At the AGM, an Ordinary Resolution will be proposed for the Shareholders to consider and, if thought fit, to grant a general mandate to the Directors to exercise all powers of the Company to allot, issue and deal with the new Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution. As at the Latest Practicable Date, based on 1,262,713,382 Shares in issue, the maximum number of Shares to be allotted and issued pursuant to the Share Issue Mandate will be 252,542,676. The Share Issue Mandate shall expire upon the earlier of (i) the conclusion of the next annual general meeting, (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held under the Companies Law or the Articles of Association; or (iii) the date upon which such authority given under the Share Issue Mandate is revoked or varied by an ordinary resolution of the Shareholders. Details of the Share Issue Mandate are set out in Ordinary Resolution no. 4 in the AGM Notice.

In addition, Ordinary Resolution no. 6 will also be proposed for the Shareholders to consider and, if thought fit, approve the extension of the Share Issue Mandate by adding to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the Share Issue Mandate the number of Shares repurchased pursuant to the Repurchase Mandate, if granted.

3. GENERAL MANDATE TO REPURCHASE SHARES

At the AGM, an Ordinary Resolution will be proposed for the Shareholders to consider and, if thought fit, grant a general mandate to the Directors to exercise all powers of the Company to repurchase issued and fully paid Shares in the capital of the Company. Under the Repurchase Mandate, the number of Shares that the Company may repurchase shall not exceed 10% of the issued share capital of the Company on the date of passing of the resolution approving the Repurchase Mandate. The Repurchase Mandate allows the Company to make repurchases only during the period ending on the earlier of (i) the conclusion of the next annual general meeting; and

1. the date upon which such authority given under the Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders. Detail of the Repurchase Mandate is set out in Ordinary Resolution no. 5 in the AGM Notice.

An explanatory statement as required under the Listing Rules, giving all the requisite information which is reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution approving the Repurchase Mandate, is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

4. RE-ELECTION OF DIRECTORS

In accordance with article 83(3) of the Articles of Association, Mr. Sun Aimin, who was appointed as Director on 12 June 2020, shall retire from office at the first general meeting of the Company after his appointment and, be eligible, will offer himself for re-election as Director.

In accordance with article 84 of the Articles of Association, at each annual general meeting one-third of the Directors from the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at least once every three years. Any Director appointed by the Board pursuant to article 83(3) shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation. The retiring Director shall be eligible for re-election. Accordingly Mr. Cai Jianhua and Mr. Ho Wing Chung shall retire at the AGM and, being eligible, will offer themselves for re-election as Directors.

Biographical details of the aforesaid retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix II to this circular.

5. AGM

The AGM Notice, which contains, inter alia, the resolutions to approve (i) the granting of the Share Issue Mandate and the Extension Mandate to the Directors; (ii) the granting of the Repurchase Mandate to the Directors; and (iii) the re-election of retiring Directors are set out on pages 15 to 20 of this circular.

A form of proxy for use at the forthcoming AGM is enclosed with this circular. Whether or not you intend to attend the AGM, 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 less than 48 hours before the time appointed for the holding the AGM (i.e. at 11:00 a.m. on 1 June 2021) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjourned meeting should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement will be made by the Company on the results of the poll and will be published on the website of the Stock Exchange (www.hkexnews.hk) and the Company's website (www.chinabillion.net) accordingly.

- 6 -

LETTER FROM THE BOARD

6. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Monday, 31 May 2021 to Thursday, 3 June 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to determine the identity of Shareholders who are entitled to attend and vote at the AGM, all Share transfers accompanied by the relevant Share certificates must be lodged with the Company's share registrar, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Friday, 28 May 2021.

7. RECOMMENDATION

The Board considers that the proposals for granting to the Directors of the Share Issue Mandate, Repurchase Mandate, the Extension Mandate and the re-election of retiring Directors are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the Ordinary Resolutions set out in the Notice of AGM.

8. ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the Appendices to this circular.

Yours faithfully,

By Order of the Board of

China Billion Resources Limited

Qiao Bingya

Chairman of the Board and CEO

- 7 -

APPENDIX I	EXPLANATORY STATEMENT
	OF THE REPURCHASE MANDATE

This Appendix I serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the AGM in relation to the Repurchase Mandate.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities on the Stock Exchange and any other stock exchange on which securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchases of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by specific approval of a particular transaction. Besides, the Company is also empowered by the Articles of Association to purchase its Shares.

2. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 1,262,713,382 Shares (of amount HK$12,627,133.82) in issue. Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that no further Shares will be issued or repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 126,271,338 Shares (of amount HK$1,262,713.38), being 10% of the issued share capital of the Company on the date of passing of such resolution.

3. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

- 8 -

APPENDIX I	EXPLANATORY STATEMENT
	OF THE REPURCHASE MANDATE

4. FUNDING OF REPURCHASE

In accordance with the Companies Law and the M&A, Shares may only be purchased out of the funds of the Company legally available for such purpose or out of the proceeds of a fresh issue of Shares made for the purposes of the purchase or, subject to a statutory test of solvency, out of capital. Any premium payable on purchase must be provided for out of the profits of the Company or out of the Company's share premium account, or at the time the Shares are purchased or, subject to the test of solvency, out of capital. Under the Companies Law, the Shares so repurchased will be treated as cancelled but the aggregate amount of authorised share capital will not be reduced.

5. DISCLOSURE OF INTERESTS

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), have any present intention to sell to the Company or its subsidiaries any of the Shares if the Repurchase Mandate is approved at the AGM and exercised.

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, or that they have 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.

6. UNDERTAKING

The Directors have undertaken to the Stock Exchange that they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and applicable laws of the Cayman Islands.

- 9 -

APPENDIX I	EXPLANATORY STATEMENT
	OF THE REPURCHASE MANDATE

7. EFFECT OF THE TAKEOVERS CODE

If on exercise of the powers of repurchase 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 for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Mr. Wang Tao, Chunda International Technology Development Co., Limited and Ms. Zhao Xiaohong (collectively referred to as "Wang's Concert Group"), who are presumed to be acting in concert to an agreement to buy shares under section 317(1)(a) of the SFO, were interested in an aggregate of 221,054,464 Shares, representing approximately 17.51% of the issued Shares carrying voting rights, and Ms. Wang Juan, a substantial shareholder of the Company, was interested in 165,101,665 Shares, representing approximately 13.08% of the issued Shares carrying voting rights. The percentage of shareholding of Wang's Concert Group and Ms. Wang will increase to approximately 19.45% and 14.53% of the issued Shares respectively immediately following the full exercise of the Repurchase Mandate. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. Saved as disclosed, the Directors are not aware of any consequences which would arise under the Takeovers Codes as a result of the exercise of the Repurchase Mandate.

The Directors also have no intention to exercise the Repurchase Mandate in full to such extent that will trigger any potential consequences under the Takeovers Codes or result in the number of Shares held by the public falling below the prescribed requirement.

8. IMPACT ON THE WORKING CAPITAL OR GEARING POSITION

There might be a material adverse impact on the working capital and/or gearing position of the Company as compared with the position disclosed in the audited consolidated financial statements for the financial year ended 31 December 2020 in the event that the Repurchase Mandate were to be exercised in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

- 10 -

APPENDIX I	EXPLANATORY STATEMENT
	OF THE REPURCHASE MANDATE

9. SHARE PRICES

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 were as follows:

	Highest	Lowest
	(HK$)	(HK$)
2020
April	0.300	0.154
May	0.208	0.150
June	0.216	0.130
July	0.250	0.147
August	0.194	0.135
September	0.143	0.110
October	0.166	0.099
November	0.121	0.095
December	0.109	0.059
2021
January	0.074	0.056
February	0.128	0.055
*March	0.096	0.096
*April (up to and including the Latest Practicable Date)	0.250	0.096

• Trading in the Shares on the Main Board of the Stock Exchange was halted at the request of the Company on 1 March 2021, and resumed on 23 April 2021.

The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

- 11 -

APPENDIX II	BIOGRAPHICAL DETAILS OF DIRECTORS
	PROPOSED FOR RE-ELECTION

The biographical details of the Directors proposed to be re-elected at the AGM are set out as follows:

NON-EXECUTIVE DIRECTOR

Mr. Sun Aimin, aged 65, has extensive experience in economic management, property management and leasing, trade unions and discipline inspection. Mr. Sun served as the general manager of Shenzhen Guoping Trading Limited from 1994 to 1998, the general manager of Shenzhen Lesheng Industrial Development Limited from 1998 to 2004 and the chairman of the labor union and secretary of the discipline inspection commission of Shenzhen Shentou Property Development Co., Limited from 2004 to 2015. Mr. Sun has obtained a diploma in Industrial Enterprise Economic Management Professional Course from Adult Education Institution of Wuhan University of Technology in 1992.

Save as disclosed above, Mr. Sun does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Mr. Sun was appointed by the Company as NED for a term of one year commencing on 12 June 2020. For the year ended 31 December 2020, Mr. Sun has received a director's fee of HK$66,333 in accordance with his appointment letter which is determined having regard to his duties and responsibilities with the Company, prevailing market conditions and the market emoluments for directors of other listed companies.

As at the Latest Practicable Date, Mr. Sun does not have any interest in the shares of the Company within the meaning of 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 rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

- 12 -

APPENDIX II	BIOGRAPHICAL DETAILS OF DIRECTORS
	PROPOSED FOR RE-ELECTION

INEDs

Mr. Cai Jianhua, aged 57, has joined the Company as an INED, the chairman of the Audit Committee and a member of the Nomination Committee and Remuneration Committee since July 2016. Mr. Cai graduated from Zhejiang Radio & Television University in 1986, major in commercial accounting and has been accredited as an accountant, a non-practising certified public valuer and a non-practising registered tax agent recognised by the relevant Chinese Government authorities in 1991, 1996 and 2005 respectively. He has been accredited as a certified public accountant in PRC since 1996. Mr. Cai has years of experience in accounting and auditing and is currently the senior partner and the chief accountant of Shen Zhen Zhong He Qing Certified Public Accountants.

Save as disclosed above, Mr. Cai does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Mr. Cai has renewed his appointment letter with the Company for further term of one year commencing on 22 July 2020. For the year ended 31 December 2020, Mr. Cai has received a director's fee of HK$240,000 in accordance with his appointment letter which is determined having regard to his duties and responsibilities with the Company, prevailing market conditions and the market emoluments for directors of other listed companies.

As at the Latest Practicable Date, Mr. Cai does not have any interest in the shares of the Company within the meaning of 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 rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

- 13 -

APPENDIX II	BIOGRAPHICAL DETAILS OF DIRECTORS
	PROPOSED FOR RE-ELECTION

Mr. Ho Wing Chung, aged 54, has joined the Company as an INED, and a member of the Nomination Committee and the Remuneration Committee since July 2018. Mr. Ho has extensive experience in information technology ("IT") industry especially in defining application problem and developing solution by preparing and evaluating alternative workflow, procedures and processes. He is currently working at EDPS Systems Limited as a system analyst and is responsible for overseeing and managing systems developed by external venders. Mr. Ho worked as an IT manager in YEL Electronics Limited and was responsible for overseeing IT infrastructure and systems in Hong Kong, Taiwan and Singapore. Mr. Ho has obtained a master degree of information technology with internet applications from The Open University of Hong Kong in 2003.

Save as disclosed above, Mr. Ho does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Mr. Ho has renewed his appointment letter with the Company for further term of one year commencing on 17 July 2020. For the year ended 31 December 2020, Mr. Ho has received a director's fee of HK$120,000 in accordance with his appointment letter which is determined having regard to his duties and responsibilities with the Company, prevailing market conditions and the market emoluments for directors of other listed companies.

As at the Latest Practicable Date, Mr. Ho does not have any interest in the shares of the Company within the meaning of 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 rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

- 14 -

NOTICE OF ANNUAL 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 annual general meeting of China Billion Resources Limited ("Company") will be held at Plaza 1-2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on 3 June 2021 at 11:00 a.m. for the purposes of consideration and, if thought fit, passing the following ordinary resolutions of the Company:

1. To receive and consider the Company's audited consolidated financial statements and the reports of the directors and auditor of the Company for the year ended 31 December 2020.
2. To re-elect directors of the Company and to authorise the board of directors of the Company to fix their remuneration.
3. 1. To re-elect Mr. Sun Aimin as a non-executive director of the Company;
   2. To re-elect Mr. Cai Jianhua as an independent non-executive director of the Company;
   3. To re-elect Mr. Ho Wing Chung as an independent non-executive director of the Company; and
   4. To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.
4. To re-appoint auditor of the Company and to authorise the board of directors of the Company to fix its remuneration.

- 15 -

NOTICE OF ANNUAL GENERAL MEETING

4. "THAT:

1. subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the capital of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall be in addition to any other authorization given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
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 during the Relevant Period pursuant to paragraph
4. 1. above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) the grant or exercise of any option under the share option scheme of the Company or any other share option scheme or similar arrangements for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20% of the total number of shares of the Company in issue as at the date of passing this resolution and the approval shall be limited accordingly;

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NOTICE OF ANNUAL GENERAL MEETING

1. for the purpose of this resolution:-
   "Relevant Period" means the period from 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 to be held under the applicable laws or the articles of association of the Company; and
   3. 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
      "Rights Issue" means an offer of shares in the capital of the Company, 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 in the capital of the Company whose names appear on the register of shareholders on a fixed record date in proportion to their 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 exercise 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 applicable to the Company)."

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NOTICE OF ANNUAL GENERAL MEETING

5. "THAT:

1. subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back shares of the Company on The Stock Exchange of Hong Kong Limited ("Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission and the Stock Exchange under the Hong Kong Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange ("Listing Rules"), be and is hereby generally and unconditionally approved;
2. the aggregate number of the shares of the Company, which may be bought back pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of shares of the Company in issue at the date of passing of this resolution, and the said approval shall be limited accordingly;
3. subject to the passing of each of the paragraphs (a) and (b) of this resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this resolution which had been granted to the directors of the Company and which are still in effect be and are hereby revoked; and
4. for the purpose of this resolution:-
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:-
5. 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 to be held under the applicable laws or the articles of association of the Company; and
   3. the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting."

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NOTICE OF ANNUAL GENERAL MEETING

6. "THAT conditional upon the resolutions numbered 4 and 5 set out in the notice convening this meeting being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with additional shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 4 set out in the notice convening this meeting be and is hereby extended by the addition to the aggregate number of shares of the Company which may be allotted and issued by the directors of the Company pursuant to such general mandate an amount representing the aggregate number of the shares bought back by the Company under the authority granted pursuant to ordinary resolution numbered 5 set out in the notice convening this meeting, provided that such amount shall not exceed 10% of the total number of shares of the Company in issue at the date of passing of the resolution."

By Order of the Board of

China Billion Resources Limited

Qiao Bingya

Chairman of the Board and CEO

Hong Kong, 30 April 2021

Notes:-

1. A shareholder of the Company ("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 (i.e. at 11:00 a.m. on 1 June 2021) 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.

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NOTICE OF ANNUAL GENERAL MEETING

1. 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.
2. The register of members of the Company will be closed for a period commencing from 31 May 2021 to 3 June 2021, 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 28 May 2021.
3. With regard to the resolutions 4 to 6 of the above notice, the directors of the Company wish to state that they have no immediate plan to issue any new shares or repurchase any existing shares of the Company.
4. Each of the above resolutions will be put to vote by way of a poll at the annual general meeting of the Company.
5. In view of the recent developments relating to COVID-19 infection, the Company strongly recommends the Shareholders intending to attend this meeting to vote by filling in and submitting the proxy form. i.e. to indicate their voting intention in the proxy form and designate the chairman of this meeting as your proxy to vote on your behalf on site. The form of proxy is despatched to Shareholders and can also be downloaded from the Stock Exchange's website at (www.hkexnews.hk) and the Company's website at (www.chinabillion.net). To be valid, the form of proxy must be deposited at the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, on Level 54, Hopewell Centre, 183 Queen's Road East. Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting, as the case may be.
   The Company will also take the following precautions and control measures at this meeting to protect the Shareholders from the risk of infection:
6. 1. Compulsory body temperature check will be taken from every Shareholder or proxy at the entrance of the venue and anyone with a body temperature of more than 37.5 degrees Celsius will not be given access to the venue;
   2. Every Shareholder or proxy is required to wear facial surgical mask before entering into the venue and during their attendance of this meeting;
   3. Any person who is subject to health quarantine order will be denied entry into, or be required to leave, the venue;
   4. To the extent permitted under applicable laws and regulations, any person who does not comply with the measures above will be denied entry into, or be required to leave, the venue;
   5. No refreshment will be served; and
   6. No souvenir will be distributed.

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

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