Taung Gold International : PROPOSALS FOR (1) GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES (2) RE-ELECTION OF RETIRING DIRECTORS AND (3) 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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Taung Gold International Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

(Incorporated in Bermuda with limited liability)

(Stock Code: 621)

PROPOSALS FOR

1. GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES
2. 1. RE-ELECTIONOF RETIRING DIRECTORS

AND

(3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening Annual General Meeting of Taung Gold International Limited (the "Company") to be held at Unit 1901, 19/F, Nina Tower, 8 Yeung Uk Road, Tsuen Wan, New Territories, Hong Kong on 28 August 2020, at 3:00 p.m. is set out on pages 15 to 20 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's Branch Share Registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting thereof should you so wish.

* For identification purposes only

30 July 2020

			CONTENTS
				Page
Definitions	. . .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Repurchase and Issuance Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . .	5
5.	Vote by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I		-	Explanatory Statement on the Repurchase Mandate . . . . .	7
Appendix II	-	Details of Retiring Directors Proposed
			to be Re-elected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

- i -

DEFINITIONS

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

the following meanings:

"Annual General Meeting"	the annual general meeting of the Company to be held
	at Unit 1901, 19/F, Nina Tower, 8 Yeung Uk Road,
	Tsuen Wan, New Territories, Hong Kong on Friday, 28
	August 2020 at 3:00 p.m., notice of which is set out on
	pages 15 to 20 of this circular or, where the context so
	admits, or any adjournment thereof
"Board"	the board of Directors
"Bye-law(s)"	the bye-laws of the Company, as amended from time
	to time, and "Bye-law" construes any bye-law thereof
"Company"	Taung Gold International Limited, a company
	incorporated in Bermuda with limited liability, the
	Shares of which are listed on the Stock Exchange
"Director(s)"	the director(s) of the Company
"GoldCom"	Gold Commercial Services Limited, a company
	incorporated under the laws of the British Virgin
	Islands with limited liability, whose principal
	business activities consist of investment holding and
	related activities
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong
	Kong
"Hong Kong"	The Hong Kong Special Administrative Region of the
	People's Republic of China
"Issuance Mandate"	a general and unconditional mandate to be given to
	the Directors to exercise the powers of the Company
	to allot, issue and deal with Shares of an aggregate
	nominal amount of up to twenty per cent of the
	aggregate nominal amount of the issued share capital
	of the Company on the date of passing such resolution
"Latest Practicable Date"	20 July 2020, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information in this circular

- 1 -

	DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"Repurchase Mandate"	a general and unconditional mandate to be given to
	the Directors to exercise the powers of the Company
	to repurchase Shares on the Stock Exchange of an
	aggregate nominal amount of up to ten per cent of the
	aggregate nominal amount of the issued share capital
	of the Company on the date of passing such resolution
"SFO"	Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
"Share(s)"	ordinary share(s) of HK$0.01 each in the issued share
	capital of the Company
"Shareholder(s)"	the holder(s) of Share(s) of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Hong Kong Code on Takeovers and Mergers
"TGL"	Taung Gold (Proprietary) Limited, a principal
	subsidiary of the Company

- 2 -

LETTER FROM THE BOARD

(Incorporated in Bermuda with limited liability)

(Stock Code: 621)

Executive Directors:	Registered Office:
Mr. Christiaan Rudolph de Wet de Bruin (Co-chairman)	Victoria Place, 5th Floor
Ms. Cheung Pak Sum (Co-chairman)	31 Victoria Street
Mr. Neil Andrew Herrick (Chief Executive Officer)	Hamilton HM 12
Mr. Phen Chun Shing Vincent	Bermuda
Independent Non-executive Directors:	Head Office and Principal Place of
Mr. Chong Man Hung Jeffrey	Business in Hong Kong:
Mr. Li Kam Chung	Unit 1901, 19/F Nina Tower
Mr. Tsui Pang	8 Yeung Uk Road
	Tsuen Wan
	New Territories
	Hong Kong
	30 July 2020
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR

1. GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES
2. 1. RE-ELECTIONOF RETIRING DIRECTORS

AND

1. NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with notice of the Annual General

Meeting and information on matters to be dealt with at the Annual General Meeting relating to: (a) general mandates to repurchase the Company's own fully-paid Shares and to issue new Shares; and (b) the re-election of retiring Directors.

• For identification purpose only

- 3 -

LETTER FROM THE BOARD

2. REPURCHASE AND ISSUANCE MANDATES

Ordinary resolutions will be proposed at the Annual General Meeting to approve the grant of new general mandates to the Directors:

1. to repurchase Shares on the Stock Exchange of an aggregate nominal amount of up to ten per cent of the aggregate nominal amount of the issued share capital of the Company on the date of passing such resolution;
2. to allot, issue and deal with Shares of an aggregate nominal amount of up to twenty per cent of the aggregate nominal amount of the issued share capital of the Company on the date of passing such resolution (i.e. not exceeding 3,630,294,396 Shares based on the issued share capital of the Company of 18,151,471,981 Shares as at the Latest Practicable Date and assuming that such issued share capital remains the same on the date of passing such resolution); and
3. to extend the Issuance Mandate by an amount representing the aggregate nominal amount of the Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.

The Repurchase Mandate and the Issuance Mandate will continue in force until the conclusion of the next annual general meeting of the Company or any earlier date as referred to in resolutions no. 4 and no. 5 as set out in the notice of Annual General Meeting.

In accordance with the requirements 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 grant of the Repurchase Mandate. An explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix I to this circular.

The Repurchase and Issuance Mandates, unless revoked or varied by way of an ordinary resolution of the shareholders in general meeting, will expire at the conclusion of the next annual general meeting of the Company.

- 4 -

LETTER FROM THE BOARD

3. RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Bye-law 98, Mr. Neil Andrew Herrick, Mr. Phen Chun Shing Vincent and Mr. Chong Man Hung Jeffrey shall retire by rotation at the Annual General Meeting and, being eligible, shall offer themselves for re-election.

Biographical details of the retiring Directors who are proposed to be re-elected at the Annual General Meeting are set out in Appendix II on pages 11 to 14 to this circular.

4. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of Annual General Meeting is set out on pages 15 to 20 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed with this circular. To be valid, the form of proxy must be completed 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 Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting thereof should you so wish.

5. VOTE BY POLL

Under Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Therefore, all the resolutions put to the vote at the Annual General Meeting will be taken by way of poll.

6. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

- 5 -

LETTER FROM THE BOARD

7. RECOMMENDATION

The Directors consider that the (i) granting of the Repurchase Mandate and granting/extension of the Issuance Mandate; and (ii) re-election of the retiring Directors are in the interests of the Company, the Group and Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

8. GENERAL INFORMATION

Your attention is also drawn to the additional information as set out in Appendix I and Appendix II to this circular being an explanatory statement on the Repurchase Mandate (Appendix I) and details of Directors proposed to be re-elected at the Annual General Meeting (Appendix II).

Yours faithfully,

By order of the Board

TAUNG GOLD INTERNATIONAL LIMITED

Cheung Pak Sum	Christiaan Rudolph
	de Wet de Bruin

Co-chairmen

- 6 -

APPENDIX I	EXPLANATORY STATEMENT
	ON THE REPURCHASE MANDATE

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to Shareholders for consideration of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised of 18,151,471,981 Shares.

Subject to the passing of ordinary resolution no. 4 as set out in the notice of Annual General Meeting and on the basis that no Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 1,815,147,198 Shares (represents ten per cent of the issued Shares of the Company as at the date of passing the resolution to approve the Repurchase Mandate) during the period in which the Repurchase Mandate remains in force.

The Repurchase and Issuance Mandates, unless revoked or varied by way of an ordinary resolution of the shareholders in general meeting, will expire at the conclusion of the next annual general meeting of the Company.

2. REASONS FOR REPURCHASE

The Directors believe that the proposed granting of the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole.

Repurchases may, depending on market conditions and funding arrangements at the time, result in an enhancement of the net assets and/or earnings per Share. The Directors are seeking granting of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

3. FUNDING OF REPURCHASE

Any repurchases will only be funded out of funds of the Company legally available for the purpose of making the proposed Repurchase Mandate in accordance with its Memorandum of Association and Bye-laws and the applicable laws of Bermuda.

The Company is empowered by its Memorandum of Association and Bye-laws to repurchase its Shares. Under the laws of Bermuda, repurchases may only be effected out of either the capital paid up on the relevant shares or the funds of the Company which would otherwise be available for dividend or distribution or the proceeds of a fresh issue of Shares made for such purpose. The amount of premium payable on repurchase may only be paid out of funds of the Company which would otherwise be available for dividend or distribution or out of the share premium account of the Company before the Shares are repurchased.

- 7 -

APPENDIX I	EXPLANATORY STATEMENT
	ON THE REPURCHASE MANDATE

4. EFFECT OF EXERCISING THE REPURCHASE MANDATE

There may be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the latest published audited accounts contained in the annual report of the Company for the year ended 31 March 2020) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. DISCLOSURE OF INTERESTS

None of the Directors and, to the best of their knowledge having made all reasonable enquiries, none 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.

6. DIRECTOR'S UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the Repurchase Mandate in accordance with the Listing Rules and applicable laws of Bermuda.

7. CONSEQUENCES OF REPURCHASE UNDER THE 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 for the purposes of the Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in concert, 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 for all Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, the following Shareholders are interested in more than 5 per cent of the Shares in issue:

	Number of	Percentage
Name	Shares	Holding
Goldborn Holdings Limited	2,001,362,075	11.03%
Gold Commercial Services Limited (note 1)	1,126,724,384	6.20%
Mandra Esop Limited (note 2)	16,238,369	0.09%
Mandra Materials Limited (note 2)	777,434,722	4.28%
Woo Foong Hong Limited (note 2)	276,530,727	1.52%

- 8 -

APPENDIX I	EXPLANATORY STATEMENT
	ON THE REPURCHASE MANDATE

Notes:

1. On 8 September 2011, the Company issued 1,130,141,116 shares of the Company to GoldCom for granting the put options to South African resident shareholders of TGL in relation to the sale to the Company through GoldCom of 21,174,316 shares of TGL (Please refer to the Company's circular dated 28 July 2011). On 21 November 2014, the Shareholders passed a special resolution to grant each of the TG Optionholders the right to sell a maximum number of 23,645,210 TG Shares to the Company or GoldCom for a maximum of 1,262,020,649 New Put Option Consideration Share (Please refer to the Company's circular dated 2 November 2014). The above rights were expired on 7 September 2016.
2. Mandra Materials Limited, Mandra Esop Limited and Woo Foong Hong Limited are 50% owned by Mr. Zhang Songyi. Hence, Mr. Zhang Songyi is deemed to be interested in the Shares held by Mandra Materials Limited, Mandra Esop Limited and Woo Foong Hong Limited for the purpose of SFO.

In the event that the Directors exercise in full the power to repurchase Shares in accordance with the Repurchase Mandate, the total interests of the above Shareholders in the Shares would be increased to:

	Percentage
Name	Holding
Goldborn Holdings Limited	12.25%
Gold Commercial Services Limited	6.90%
Mandra Esop Limited	0.10%
Mandra Materials Limited	4.76%
Woo Foong Hong Limited	1.69%

The Directors are not aware of any consequences which may arise under the Takeovers Code as a consequence of any purchase made under the Repurchase Mandate. However, the Company may not repurchase Shares which would result in the amount of Shares held by the public being reduced to less than 25% as prescribed in the Listing Rules.

8. SHARE REPURCHASES MADE BY THE COMPANY

No repurchase of Shares has been made by the Company during the last six months immediately preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).

9. CORE CONNECTED PERSON

No core connected person (as defined in the Listing Rules) has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

- 9 -

APPENDIX I	EXPLANATORY STATEMENT
	ON THE REPURCHASE MANDATE

10. SHARE PRICES

The highest and lowest prices at which the Shares were traded on Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:

	Price per Share
	Highest	Lowest
	HK$	HK$
2019
July	0.043	0.036
August	0.043	0.035
September	0.043	0.036
October	0.041	0.036
November	0.039	0.035
December	0.041	0.034
2020
January	0.042	0.036
February	0.039	0.034
March	0.040	0.021
April	0.035	0.030
May	0.031	0.023
June	0.027	0.023
July (up to Latest Practicable Date)	0.037	0.023

- 10 -

APPENDIX II	DETAILS OF RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED

In accordance with the Bye-Laws, Mr. Neil Andrew Herrick, Mr. Phen Chun Shing Vincent and Mr. Chong Man Hung Jeffrey shall retire and, being eligible, shall offer themselves for re-election at the Annual General Meeting. Their biographical details are as follows:

Mr. Neil Andrew Herrick, aged 56, has been the Chief Executive Officer and Executive Director of the Company since April 2013. He has also been a director and the Chief Executive Officer of TGL since July 2010 and also director of Taung Gold Secunda (Pty) Ltd and Taung Gold Free State (Pty) Ltd, which are wholly-owned subsidiaries of TGL and the respective holders of the mineral rights for the Company's Evander and Jeanette projects. Mr. Herrick is an alternate director of Mr. Christiaan Rudolph de Wet de Bruin, the Co-Chairman and Executive Director of the Company.

He has over 32 years of experience in the mining and minerals industry and over 26 years of experience in the gold mining industry, having joined the Gold Division of Anglo American in 1988 as a graduate trainee. Having completed his training, and after obtaining his Mine Managers Certificate of Competency, he became a section manager at Tautona gold mine, Anglogold Limited from 1994 to 1997 with responsibility for an underground section of a mine and a shaft system. He was promoted to production manager at Mponeng Gold Mine and later transferred back to Tautona gold mine Anglogold Limited between 1997 and 1999 and was responsible for entire shaft complexes. From 1999 to 2002 he was the general manager of the North West Operations of Durban Roodepoort Deep Limited. In 2002, he joined Gold Fields Limited as senior manager operations and was responsible for the completion of two pre-feasibility studies for the exploitation of below infrastructure resources at Kloof mine and later as Senior Manager in charge of Kloof mine's underground operations. From 2006 to 2007, he was a mine manager at Anglo Platinum Limited, after which he joined Norilsk Nickel Africa (Pty) Limited as a mining executive responsible for exploration in Africa and technical services for the company's operations. He is registered as a professional engineer with the Engineering Council of South Africa, and is a past president and council member of the Association of Mine Managers of South Africa. He is a former Chairman of the Mines Professional Associations Committee of Management. He graduated from the University of Newcastle upon Tyne in 1987 with a Bachelor of Engineering degree (Honours) in Mining Engineering and is the holder of a Mine Managers Certificate of Competency.

As at the date hereof, Mr. Herrick is deemed to be interested in 36,683,815 Shares, Mr. Herrick has 36,683,815 Shares in the Company in the name of GoldCom after exercising his put options in TGL (including additional Shares upon full exercise of the First Refusal Right at Maximum Exchange Ratio as defined in the Company's circular dated 4 November 2014).

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APPENDIX II	DETAILS OF RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED

There is no service contract entered into between Mr. Herrick and the Company. Mr. Herrick is appointed by way of a letter of appointment without specific term but will be renewable automatically for successive term of one year. His appointment will be subject to normal retirement and re-election by shareholders of the Company pursuant to the Bye-laws. Mr. Herrick will not receive any remuneration from the Company in respect his appointment.

Mr. Phen Chun Shing Vincent, aged 44, was appointed as a Non-executive Director of the Company in July 2015 and has been re-designated as Executive Director of the Company since May 2017. He has been an independent non-executive director of Agritrade Resources Limited (stock code: 1131) since December 2017, a listed on the Main Board of the Stock Exchange. Mr. Phen was also the non-executive director of EPI (Holdings) Limited (stock code: 689) (resigned in October 2016) and an executive director of China Partytime Culture Holdings Limited (Stock Code: 1532)(resigned in April 2020), both companies are listed on the Main Board of the Stock Exchange.

Mr. Phen has over 15 years of experience in direct investment and corporate banking. He was also an executive director of China Merchants Capital Management (International) Limited from 2012 to 2015, a non-executive director of Comtec Solar Systems Group Limited (stock code: 712), a company listed on the Main Board of the Stock Exchange, from 2010 to 2012 and a director of CMS Capital (HK) Co., Limited (formerly known as CMTF Asset Management Limited) from 2009 to 2012. He also worked in CLSA Capital Partners from 2007 to 2009. Prior to that, Mr. Phen worked in the international corporate banking division of various financial institutions for approximately 7 years. Mr. Phen holds a bachelor degree in business administration and marketing from the University of North Texas.

- 12 -

APPENDIX II	DETAILS OF RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED

Mr. Phen had not entered into a service contract with the Company but was appointed by way of a letter of appointment with an initial term of one year and be renewable automatically for successive term of one year. His appointment is subject to retirement by rotation and re-election by the Shareholders pursuant to the Bye-laws. Mr. Phen is entitled to Director 's fee of HK$660,000 per annum which is determined by the Board with reference to his duties and responsibilities with the Company, the Company's performance and the prevailing market situation.

Mr. Chong Man Hung Jeffrey, aged 42, has been an Independent Non-Executive Director of the Company since October 2017. He is the Chairman of each of the audit committee and nomination committee of the Company; and a member of the remuneration committee. He has been the company secretary of China Partytime Culture Holdings Limited (stock code: 1532) since May 2015, and chief financial officer and company secretary of Yee Hop Holdings Limited (stock code: 1662) since November 2019 and an independent non-executive director of China Gingko Education Group Company Limited (stock code: 1851) since December 2018, all of which are companies listed on the Main Board of the Stock Exchange. Mr. Chong served as an independent non-executive director of China International Development Corporation Limited (Formerly known as "Ascent International Holdings Limited" (stock code: 264)) (resigned in September 2019), which is a company listed on the Main Board of the Stock Exchange.

Mr. Chong obtained his Bachelor degree of Business Administration in Accounting from the Hong Kong University of Science and Technology in November 2000 and his master 's degree of business administration from the City University of Hong Kong in October 2018. He has been a member and fellow member of the Hong Kong Institute of Certified Public Accountants since January 2005 and March 2018, respectively.

Mr. Chong has over 16 years of experience in auditing, financial management, internal control and corporate governance.

Mr. Chong had not entered into a service contract with the Company but was appointed by way of a letter of appointment with an initial term of one year and be renewable automatically for successive term of one year. His appointment is subject to retirement by rotation and re-election by the Shareholders pursuant to the Bye-laws. Mr. Chong is entitled to Director 's fee of HK$250,000 per annum which is determined by the Board with reference to his duties and responsibilities with the Company, the Company's performance and the prevailing market situation.

- 13 -

APPENDIX II	DETAILS OF RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED

Save as disclosed above, none of the above Directors (i) hold any other position in the Company or any of its subsidiaries nor did he hold any other directorships in the last three years in any other public companies, the securities of which are listed in Hong Kong or overseas; (ii) have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders (as respectively defined in the Listing Rules) of the Company and (iii) is interested in any interest, deemed interest or short position in any Shares, underlying shares or debentures of the Company as at the Latest Practicable Date (within the meaning of Part XV of the SFO).

Save as disclosed above, there is no other matter that need to be brought to the attention of the Shareholders and there is no information to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules in respect of the above Directors who stand for re-election at the Annual General Meeting.

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NOTICE OF ANNUAL GENERAL MEETING

(Incorporated in Bermuda with limited liability)

(Stock Code: 621)

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Annual General Meeting") of Taung Gold International Limited (the "Company") will be held at Unit 1901, 19/F, Nina Tower, 8 Yeung Uk Road, Tsuen Wan, New Territories, Hong Kong on 28 August 2020, at 3:00 p.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements and the report of the Directors and the auditors of the Company for the year ended 31 March 2020.
2. To re-elect retiring Directors and authorise the board of Directors of the Company (the "Board") to fix the Directors' remuneration.
3. To re-appoint Deloitte Touche Tohmatsu as the Company's auditors and to authorise the Board to fix their remuneration.
4. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
   "THAT
5. 1. subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase its shares, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;
   2. the aggregate nominal amount of shares of the Company which may be repurchased pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as the date of passing of this Resolution and the said approval shall be limited accordingly; and
   3. for the purpose of this Resolution,
      "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
   4. 1. the conclusion of the next annual general meeting of the Company;

* For identification purpose only

- 15 -

NOTICE OF ANNUAL GENERAL MEETING

1. the revocation or variation of the authority given under this Resolution by an ordinary resolution passed by the Company's shareholders in general meetings; and
2. 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 laws to be held.";

5. To consider as special business 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, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to issue, allot and deal with additional shares in the share capital of the Company or securities convertible into such shares, or options, warrants or similar rights to subscribe for any shares and to make or grant offers, agreements and options which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;
3. the aggregate nominal amount of the share capital allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval granted in paragraph (a) of this Resolution, otherwise than pursuant to:
4. 1. a Rights Issue (as defined below); or
   2. the exercise of the subscription or conversion rights attaching to any securities issued by the Company which are convertible into shares of the Company; or

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NOTICE OF ANNUAL GENERAL MEETING

1. the exercise of the rights under any share option scheme or similar arrangement for the time being adopted for the grant or issue to participants of options to subscribe for, or rights to acquire, shares of the Company; or
2. any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend of the Company in accordance with the Bye-laws of the Company.

shall not exceed 20% 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 approval granted in paragraph (a) of this Resolution shall be limited accordingly; and

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 revocation or variation of the authority given under this Resolution by an ordinary resolution passed by the Company's shareholders in general meetings; and
   3. 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 laws to be held.";

"Rights Issue" means an offer of shares open for a period fixed by the Company or the Directors to holders of the shares on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors 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 any recognized regulatory body or any stock exchange, in any territory outside Hong Kong).

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NOTICE OF ANNUAL GENERAL MEETING

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

"THAT conditional upon Resolution no. 4 and Resolution no. 5 mentioned above being passed, the aggregate nominal amount of shares of the Company which are repurchased or otherwise acquired, by the Company pursuant to the authority granted to the Directors as mentioned in Resolution no. 5 shall be added to the aggregate nominal amount of the shares which may be issued pursuant to Resolution no. 4, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution.".

By order of the Board

TAUNG GOLD INTERNATIONAL LIMITED

Cheung Pak Sum	Christiaan Rudolph
	de Wet de Bruin

Co-chairmen

Hong Kong, 30 July 2020

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any shareholder of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint one or, if he holds two or more shares, more proxies to attend and vote on his behalf. A proxy need not be a shareholder of the Company. 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. In order to be valid, a form of proxy, together with any power of attorney or other authority, if any, under which it is signed, or a notarially certified copy thereof, must be lodged with the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong in accordance with the instructions printed thereon 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.
3. The votes at the Annual General Meeting will be taken by poll.
4. For determining the qualification as shareholders of the Company to attend and vote at the Annual General Meeting, the register of members of the Company will be closed as set out below:

Latest time to lodge transfer documents for registration:	4:30 p.m. on Monday, 24 August 2020
Closure of register of members:	Tuesday, 25 August 2020 to
	Friday, 28 August 2020
	(both dates inclusive)
Record Date:	Friday, 28 August 2020

During the above closure period, no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than the above-mentioned latest time.

1. In the case of joint holders of a share, any one of such holders may vote at the Annual General Meeting, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders are present at the Annual General Meeting personally or by proxy, the vote of that one of the such holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
2. Delivery of an instrument appointing a proxy should not preclude a member of the Company from attending and voting in person at the Annual General Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
3. A form of proxy for use at the Annual General Meeting is enclosed together with this circular.
4. Due to the recent development of the epidemic COVID-19 and the heightened requirements for prevention and control of its spread, the Company will implement the following precautionary measures at the principal place of meeting of the Annual General Meeting against the epidemic to protect the attending Shareholders, staff and other stakeholders from the risk of infection:
5. 1. compulsory body temperature check will be conducted for every Shareholder, proxy and other attendee at the entrance of the venue of the Annual General Meeting. Any person with a body temperature of over 37.0 degrees Celsius or is exhibiting flu-like symptions will not be admitted to the venue of the Annual General Meeting;
   2. every Shareholder, proxy or other attendee is required to (a) fill in health declaration form with information including travelling record and health condition; and (b) wear surgical facial mask throughout the meeting. Any person who refuses to follow the aforesaid will not be admitted to the venue of the Annual General Meeting;
   3. every Shareholder, proxy or other attendee who has travelled from jurisdictions, which according to the Department of Health of Hong Kong would render such person subject to a quarantine order, within 14 days of the date of Annual General Meeting will not be admitted to the venue of the Annual General Meeting;

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NOTICE OF ANNUAL GENERAL MEETING

1. no refreshments and souvenirs will be served; and
2. the management will be available either in person or through video conference facilities to host the Annual General Meeting and answer questions from Shareholders.

To the extent permitted under law, the Company reserves the right to deny entry into the venue of Annual General Meeting or require any person to leave the venue of the Annual General Meeting in order to ensure the safety of the attendees at the Annual General Meeting.

Furthermore, in the interest of all stakeholders' health and safety and consistent with the COVID-19 guidelines for prevention and control, the Company wishes to strongly advise the Shareholders, particularly Shareholders who are unwell, subject to quarantine in relation to COVID-19 or unable to travel to attend to Annual General Meeting, that they may appoint any person or the chairman of the Annual General Meeting as a proxy to vote on the resolutions to be proposed at the Annual General Meeting, instead of attending the Annual General Meeting in person. The Company also encourages Shareholders to check the Company's website and regulatory news services for any updates in relation to the Annual General Meeting that may need to be provided.

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