OREANDA-NEWS. NOTICE IS HEREBY GIVEN that a special general meeting (the “SGM”) of Burwill Holdings Limited (the “Company”) will be held at Plaza 1–2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Thursday, 26 July 2012 at 3:30 p.m. for the purpose of considering and, if thought fit, passing the following resolutions of the Company:

To consider and if thought fit, passing the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION
1. “THAT subject to the resolution 2 below being passed, the proposed repurchase (the “Share Repurchase”) of the 685,700,000 ordinary shares of HKD.10 each (the “Repurchase Shares”) in the issued share capital of the Company by the Company or its wholly-owned subsidiary, Burwill Minerals Limited, from Tai Xin Holdings Limited, pursuant to the terms of the Share Pledge and the Share Purchase Agreement (both as defined in the circular of the Company dated 29 June 2012 accompanying the notice convening this meeting, a respective copy of each document has been tabled at this meeting and intitalled by the chairman as “A” and “B” respectively), be and is hereby approved and the directors (the “Directors”) of  the Company be and are hereby authorised to do all such acts and things and execute all such documents which they consider necessary, desirable or expedient for the implementation of and giving effect to the Share Repurchase and the transactions contemplated thereunder.”

To consider and if thought fit, passing, with or without amendments, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION
2. “THAT the waiver granted by the Executive Director of the Corporate Finance Division of the Securities and Futures Commission to Glory Add Limited, its associates and parties acting in concert with it (the “Glory Add Concert Group”) pursuant to Note 1 on the Dispensations from Rule 26 of the Code on Takeovers and Mergers of Hong Kong from an obligation to make a mandatory general offer for the shares of the Company not already owned by the Glory Add Concert Group which may otherwise arise as a result of the Share Repurchase (the “Whitewash Waiver”) be and is hereby approved and that the Directors be and are hereby authorised to do all things and acts and sign all documents which they consider desirable or expedient to implement and/or give full effect to any matters relating to or in connection with the Whitewash Waiver.”