Bay Area Gold : PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; PROPOSED RE-ELECTION OF RETIRING 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 independent professional adviser.

If you have sold or transferred all your shares in Bay Area Gold Group Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

Bay Area Gold Group Limited

灣 區 黃 金 集 團 有 限 公 司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock code: 1194)

PROPOSED GENERAL MANDATES

TO ISSUE AND REPURCHASE SHARES;

PROPOSED RE-ELECTION OF RETIRING DIRECTORS;

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Bay Area Gold Group Limited to be held at Units 5 & 6, 17/F, Convention Plaza Office Tower, 1 Harbour Road, Wan Chai, Hong Kong on Friday, 18 June 2021 at 2:30 p.m. is set forth in Appendix III to this circular. Whether or not you are able to attend the aforesaid annual general meeting, you are requested to complete the enclosed form of proxy and deliver it to the Hong Kong branch share registrar of Bay Area Gold Group Limited, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the aforesaid annual general meeting or any adjournment thereof. Completion and delivery of the enclosed form of proxy will not preclude you from attending and voting in person at the aforesaid annual general meeting and in such event, the form of proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see page ii of this circular for measures being taken to prevent and control the spread of the Coronavirus Disease 2019 (COVID-19) at the Annual General Meeting, including:

1. compulsory temperature checks
2. compulsory wearing of surgical face masks for each attendee (please bring your own)
3. no provision of refreshments or drinks

Any person who does not comply with the precautionary measures referred to (1) and (2) above or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the AGM venue. The Company also encourages the Shareholders to consider appointing the chairman of the Meeting as his/her proxy to vote on the relevant resolutions at the AGM as an alternative to attending the Meeting in person.

16 April 2021

	TABLE OF CONTENTS
		Page
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING . .	ii
DEFINITIONS .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I	- EXPLANATORY STATEMENT FOR THE
	REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II	- BIOGRAPHICAL INFORMATION ON THE RETIRING
	DIRECTORS PROPOSED TO BE RE-ELECTED AT
	THE ANNUAL GENERAL MEETING . . . . . . . . . . . . . .	11
APPENDIX III	- NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . .	16

- i -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing Coronavirus Disease 2019 (COVID-19) pandemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the Annual General Meeting ("AGM"):

1. Compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendees at the entrance of the AGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the AGM venue and be asked to leave the AGM venue.
2. Shareholders that (a) have travelled, and have been in close contact with any person who has travelled, outside of Hong Kong (as per guidelines issued by the Hong Kong Government at www.chp.gov.hk/en/features/102742.html) at any time in the preceding fourteen (14) days; (b) are, and have been, in close contact with any person who is, subject to any Hong Kong Government prescribed compulsory quarantine (including home quarantine); (c) are, and have been, in close contact with anyone who has contracted COVID-19, has been tested preliminarily positive of COVID-19 or is suspected of contracting COVID-19; or (d) have any flu-like symptoms, may be denied entry into the AGM venue and be asked to leave the AGM venue.
3. All Shareholders, proxies and other attendees are required to wear surgical face masks inside the AGM venue at all times. Any person who does not comply with this requirement may be denied entry into the AGM venue and be asked to leave the AGM venue. A safe distance between seats are also recommended.
4. No refreshments or drinks will be provided at the AGM.

To the extent permitted under the laws of Hong Kong, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

In the interest of all stakeholders' health and safety and consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative to attending the Meeting in person, Shareholders are encouraged to consider appointing the Chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM by submitting proxy forms with voting instructions inserted.

The proxy form can be downloaded from the Company's website at http://cpm.etnet.com.hk and the website of The Stock Exchange of Hong Kong Limited at http://www.hkexnews.hk. If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

- ii -

DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be held at
	Units 5 & 6, 17/F, Convention Plaza Office Tower, 1
	Harbour Road, Wan Chai, Hong Kong, on Friday, 18 June
	2021 at 2:30 p.m. or any adjournment thereof (as the case
	may be);
"Board"	the board of Directors;
"Bye-laws"	the Bye-laws of the Company, as amended from time to
	time;
"Company"	Bay Area Gold Group Limited, a company incorporated
	in the Cayman Islands and continued in Bermuda with
	limited liability and the shares of which are listed on the
	Stock Exchange under the stock code 1194;
"Directors"	the directors of the Company;
"General Mandate"	the general mandate proposed to be granted to the
	Directors to exercise all powers of the Company to allot,
	issue and otherwise deal with additional Shares or to
	grant any offers, agreements or options which would or
	might require the Shares to be issued, allotted or disposed
	of not exceeding 20% of the issued share capital of the
	Company as at the date of passing the resolution
	approving such mandate;
"Hong Kong"	the Hong Kong Special Administrative Region of the
	PRC;
"Latest Practicable Date"	12 April 2021, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information for inclusion in this circular;
"Listing Rules"	The Rules Governing the Listing of Securities on the
	Stock Exchange;
"Notice of Annual General	the notice dated 16 April 2021 convening the Annual
Meeting"	General Meeting as set forth in Appendix III to this
	circular;

- 1 -

	DEFINITIONS
"PRC"	the People's Republic of China, but for the purpose of
	this circular and for geographical reference only,
	excluding Hong Kong, the Macau Special Administrative
	Region of the People's Republic of China and Taiwan;
"Repurchase Mandate"	the general mandate proposed to be granted to the
	Directors to exercise all powers of the Company to
	repurchase Shares up to a maximum of 10% of the issued
	share capital of the Company as at the date of passing the
	resolution approving such mandate;
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong);
"Share(s)"	the ordinary share(s) of HK$0.001 each, in the share
	capital of the Company;
"Shareholder(s)"	the registered holder(s) of the Share(s);
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Takeovers Code"	the Code on Takeovers and Mergers issued by the
	Securities and Futures Commission of Hong Kong;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;
	and
"%"	per cent.

- 2 -

LETTER FROM THE BOARD

Bay Area Gold Group Limited

灣 區 黃 金 集 團 有 限 公 司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock code: 1194)
Executive Directors:	Registered office:
Mr. Yi Shuhao (Chairman and Chief Executive Officer)	Clarendon House
Mr. Chen Sheng (Vice-Chairman)	2 Church Street
Mr. Zhang Lirui (Vice-Chairman)	Hamilton
Mr. Wang Baozhi	HM11 Bermuda
Mr. Huang Zhiwei
	Head office and principal place
Non-Executive Director:	of business:
Mr. Hsu Jing-Sheng	Units 5 & 6, 17/F,
	Convention Plaza Office Tower,
Independent Non-Executive Directors:	1 Harbour Road,
Ms. Wong Chi Yan	Wan Chai,
Professor Xiao Rong Ge	Hong Kong
Professor Zhang Tianyu
	16 April 2021
To the Shareholders:
Dear Sir or Madam,

PROPOSED GENERAL MANDATES

TO ISSUE AND REPURCHASE SHARES;

PROPOSED RE-ELECTION OF RETIRING DIRECTORS;

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide Shareholders with the Notice of Annual General Meeting and information on the resolutions to be proposed at the Annual General Meeting relating to (i) the granting of the General Mandate; (ii) the granting of the Repurchase Mandate; and (iii) the re-election of the retiring Directors so as to enable Shareholders to make an informed decision on whether to vote for or against the resolutions at the Annual General Meeting.

- 3 -

LETTER FROM THE BOARD

GENERAL MANDATE

At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to allot, issue and deal with additional Shares or to grant any offers, agreements or options which would or might require the Shares to be issued, allotted or disposed of, representing up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing such resolution, subject to the requirements of the Listing Rules. The General Mandate will expire at the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the applicable laws of Bermuda or the Bye-laws; or (iii) the passing of an ordinary resolution of the Shareholders in a general meeting revoking, varying or renewing such mandate. Subject to the passing of the ordinary resolutions of the General Mandate and the Repurchase Mandate, an ordinary resolution will also be proposed to authorise the Directors to issue additional Shares in an amount not exceeding the aggregate nominal amount of the Shares purchased pursuant to the Repurchase Mandate.

On the basis of a total of 298,242,947 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are allotted, issued or repurchased after the Latest Practicable Date and up to the passing of the relevant resolution, the maximum number of Shares which may fall to be issued under the General Mandate will be 59,648,589 Shares.

REPURCHASE MANDATE

At the Annual General Meeting, an ordinary resolution will be proposed to grant to the Directors a general and unconditional mandate to exercise all powers of the Company to repurchase issued Shares subject to the criteria set forth in this circular. In particular, you should note that the maximum number of Shares that may be repurchased pursuant to the Repurchase Mandate will be such number which represents 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing such resolution, subject to the requirements of the Listing Rules. The Repurchase Mandate will expire at the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the applicable laws of Bermuda or the Bye-laws; or (iii) the passing of an ordinary resolution of the Shareholders in a general meeting revoking, varying or renewing such mandate.

According to 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 granting of the Repurchase Mandate. The explanatory statement as required by the Listing Rules is set forth in Appendix I to this circular.

- 4 -

LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

At the Annual General Meeting, Mr. Zhang Lirui, Mr. Wang Baozhi and Professor Xiao Rong Ge will retire as Directors in accordance with Bye-law 84(1). All these retiring Directors will offer themselves for re-election at the Annual General Meeting.

Recommendations to the Board for the proposal for re-election of each of Mr. Zhang Lirui, Mr. Wang Baozhi as an Executive Director and Professor Xiao Rong Ge as an Independent Non-Executive Director were made by the nomination committee of the Board ("Nomination Committee"), after having considered a range of diversity perspectives including but not limited to gender, age, cultural and educational background, professional experience, skills, knowledge and length of service, as set out in the board diversity policy of the Company.

Biographical details of each of the retiring Directors who are proposed to be re-elected at the Annual General Meeting pursuant to the Bye-laws are set forth in Appendix II to this circular.

Recommendation of the Nomination Committee with respect to Professor Xiao Rong Ge as the Independent Non-Executive Director subject to Re-election at the Annual General Meeting

Professor Xiao Rong Ge ("Professor Xiao")

The Nomination Committee had assessed and reviewed the written confirmation of independence of Professor Xiao, the Independent Non-Executive Director who has offered himself for re-election at the Annual General Meeting ("AGM") based on the independence criteria as set out in Rule 3.13 of the Listing Rules and are satisfied that he remain independent in accordance with Rule 3.13 of the Listing Rules. In addition, the Nomination Committee had evaluated his performance and is of the view that he has provided valuable contributions to the Company and has demonstrated his abilities to provide independent, balanced and objective view to the Company's affairs.

The Nomination Committee is also of the view that Professor Xiao would bring to the Board his own perspective, skills and experience, as further described in his biography in Appendix II to this circular.

Based on the board diversity policy adopted by the Company, the Nomination Committee considers that Professor Xiao can contribute to the diversity of the Board, in particular, with his strong and diversified educational background and professional experiences in his expertise, in the fields of geology, mineral exploration and economic evaluation.

- 5 -

LETTER FROM THE BOARD

Professor Xiao does not hold any listed company's directorships. The Nomination Committee considers that Professor Xiao is able to devote sufficient time to the Board of our Company.

Therefore, the Board, with the recommendations of the Nomination Committee, has nominated Professor Xiao for re-election as an Independent Non-Executive Director at the AGM.

ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The Notice of Annual General Meeting is set forth in Appendix III to this circular. At the Annual General Meeting, resolutions will be proposed to approve the General Mandate, the Repurchase Mandate and the re-election of the retiring Directors. The Annual General Meeting will be held at Units 5 & 6, 17/F, Convention Plaza Office Tower, 1 Harbour Road, Wan Chai, Hong Kong on Friday, 18 June 2021 at 2:30 p.m..

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, 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. Accordingly, all resolutions will be put to vote by way of poll at the Annual General Meeting. An announcement on the poll vote results will be made by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

On a poll, every Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy shall have one vote for every fully paid Share held. A Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy who is entitled to more than one vote need not use all his/its votes or cast all his/its votes in the same way. As at the date of this circular, to the best knowledge of the Directors, none of the Shareholders shall be required to abstain from voting.

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 website of the Stock Exchange (www.hkexnews.hk). Whether or not you are able to attend the Annual General Meeting, please complete and sign the form of proxy in accordance with the instructions printed thereon and deliver it to the Company's Hong Kong branch share registrar, Union Registrars Limited, at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong 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 at the Annual General Meeting and in such event, the form of proxy shall be deemed to be revoked.

- 6 -

LETTER FROM THE BOARD

RECOMMENDATION

The Board is of the opinion that the granting of the General Mandate and the Repurchase Mandate and the re-election of the retiring Directors are all in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the resolutions to be proposed at the Annual General Meeting.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individuality 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.

By order of the Board

Bay Area Gold Group Limited

Yi Shuhao

Chairman

- 7 -

APPENDIX I	EXPLANATORY STATEMENT FOR THE
	REPURCHASE MANDATE

This appendix contains particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the Annual General Meeting in relation to the Repurchase Mandate.

PROPOSED REPURCHASE MANDATE

It is proposed that the Directors may exercise the powers of the Company to repurchase up to 10% of the Shares in issue as at the date of passing the resolution to approve the granting of the Repurchase Mandate to the Directors. At the Latest Practicable Date, the Company had 298,242,947 Shares in issue and they were all fully paid up. Accordingly, the exercise of the Repurchase Mandate in full (being the repurchase of 10% of the Shares in issue as at the date of passing the resolution to approve the Repurchase Mandate) would enable the Company to repurchase a maximum of 29,824,294 Shares (assuming no Share is issued or repurchased after the Latest Practicable Date and up to the passing of the relevant resolution).

REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders. Whilst it is not possible to anticipate in advance any specific circumstance in which the Directors might think it appropriate to repurchase the Shares, the Directors believe that an ability to do so would give the Company additional flexibility that would be beneficial to the Company and the Shareholders as such repurchases may, depending on market conditions and funding arrangements at that time, lead to an enhancement of the net asset value for each Share and/or earnings for each Share. Shareholders can be assured that the Directors would only make such purchases in circumstances where they consider them to be in the best interests of the Company.

FUNDING OF REPURCHASES

In making repurchases, the Company proposes to apply funds legally available for such purpose in accordance with its Bye-laws, the Listing Rules and the applicable laws of Bermuda. Under the applicable laws of Bermuda, the Share repurchased by the Company may only be paid out of profits or out of the proceeds of a fresh issue of the Shares made for the purpose, or, if so authorised by Bye-laws and subject to the Companies Law, out of capital. Any premium payable on the Share repurchased may only be paid out of profits of the Company or out of the Company's share premium account, or, if so authorised by the Bye-laws and subject to the applicable laws of Bermuda, out of capital. Under the applicable laws of Bermuda, the Shares so repurchased would remain part of the authorised but unissued share capital of the Company.

- 8 -

APPENDIX I	EXPLANATORY STATEMENT FOR THE
	REPURCHASE MANDATE

IMPACT OF REPURCHASES

On the basis of the consolidated financial position of the Company as at 31 December

2020 (being the date to which the latest published audited financial statements of the Company have been made up) and in particular the working capital position of the Company at that time and the number of Shares now in issue, the Directors consider that there might be a material adverse impact on the working capital position and the gearing position of the Company in the event that purchases of all the Shares were to be carried out in full during the period in which the Repurchase Mandate remains valid. No repurchase would be made by the Company in circumstances that would have a material adverse impact on the working capital position or gearing position of the Company (as compared with the position disclosed in the latest published audited financial statements).

PRICE OF SHARES

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

		Share price
Month	Highest	Lowest
	HK$	HK$
April 2020	0.900	0.700
May 2020	0.880	0.740
June 2020	0.880	0.500
July 2020	0.680	0.460
August 2020	0.750	0.495
September 2020	0.650	0.500
October 2020	0.730	0.580
November 2020	0.690	0.570
December 2020	0.620	0.520
January 2021	0.800	0.490
February 2021	1.000	0.530
March 2021	2.290	0.830
April 2021 (up to the Latest Practicable Date)	0.870	0.840

- 9 -

APPENDIX I	EXPLANATORY STATEMENT FOR THE
	REPURCHASE MANDATE

UNDERTAKING

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their associates has any present intention to sell any Shares to the Company or its subsidiaries in the event that the Repurchase Mandate is approved by the Shareholders.

As at the Latest Practicable Date, none of the core connected persons (as defined under the Listing Rules) of the Company notified the Company that he/she/it had a present intention to sell his/her/its Shares to the Company or its subsidiaries, nor did he/she/it undertake not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the Bye-laws and the applicable laws of Bermuda.

TAKEOVERS CODE AND THE PUBLIC FLOAT REQUIREMENT

If, on the exercise of the power to repurchase the 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 Rule 32 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 Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, the Directors are not aware of any consequences which will arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate.

The Directors will not make repurchase of Shares on the Stock Exchange if the result of the repurchase would reduce the issued share capital of the Company in the public to less than 25%.

SHARE REPURCHASES MADE BY THE COMPANY

No repurchases of Shares have been made by the Company in the six months preceding the Latest Practicable Date, whether on the Stock Exchange or otherwise.

- 10 -

APPENDIX II	BIOGRAPHICAL INFORMATION ON THE RETIRING
	DIRECTORS PROPOSED TO BE RE-ELECTED
	AT THE ANNUAL GENERAL MEETING

Set forth below is a summary of the biographical information on the retiring Directors proposed to be re-elected at the Annual General Meeting. Mr. Zhang Lirui, Mr. Wang Baozhi and Professor Xiao Rong Ge will retire in accordance with Bye-law 84(1). All these retiring Directors will offer themselves for re-election at the Annual General Meeting.

Mr. ZHANG Lirui ("Mr. Zhang")

Executive Director

Experience

Mr. Zhang, aged 48, graduated from Shenzhen University and Huazhong University of Science & Technology and holds a bachelor's degree in international finance and postgraduate in economics. During the years from 1992 to 2008, he worked successively in the market capital, credit and organization departments and sub-branches of the Shenzhen Branch of the Industrial and Commercial Bank of China Limited. Mr. Zhang was a director of Munsun Assets Management Limited from August 2012 to December 2013 and a director of Munsun Asset Management (Asia) Limited from October 2012 to May 2014. He has more than 29 years of experiences in the business sectors of market capital and securities.

Save as disclosed above, Mr. Zhang did not hold any directorships in other public companies, the securities of which are listed on any securities markets in Hong Kong or overseas in the last three years.

Length of service

Mr. Zhang was appointed as an Executive Director and a member of the Executive Committee of the Company on 10 July 2015. He was subsequently redesignated as a vice chairman of the Board of the Company on 13 December 2018.

Mr. Zhang has entered into a director service agreement with the Company for a term of three years commencing from 10 July 2018. Mr. Zhang is subject to retirement by rotation and is eligible for re-election in accordance with the Bye-laws.

Relationship

Mr. Zhang has no relationship with any Directors, members of the senior management or substantial shareholder (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.

- 11 -

APPENDIX II	BIOGRAPHICAL INFORMATION ON THE RETIRING
	DIRECTORS PROPOSED TO BE RE-ELECTED
	AT THE ANNUAL GENERAL MEETING

Interest in Shares

As at the Latest Practicable Date, Ms. Wei Hua, who is Mr. Zhang's spouse, held 12,792,741 Shares of the Company. Mr. Zhang accordingly is also taken to be interested in 12,792,741 Shares via the family interests, representing 4.31% of the issued share capital of the Company within the meaning of the Part XV of the SFO. Save as disclosed above, Mr. Zhang did not have any other interests in the Shares and underlying shares of the Company within the meaning of Part XV of the SFO.

Director's emoluments

Mr. Zhang is entitled to receive director's remuneration of HK$500,000 per annum which is determined by the Board and the remuneration committee of the Company with reference to his qualification and experience, duties and responsibilities with the Company and the market benchmarks.

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

There is no information that is required to be disclosed in respect of such details set out in paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules and there are no other matters concerning Mr. Zhang that need to be brought to the attention of the Shareholders.

Mr. WANG Baozhi ("Mr. Wang")

Executive Director

Experience

Mr. Wang, aged 53, obtained a bachelor's degree in agriculture education from Yuxi Agriculture College and a master's degree in Economics from Jiangxi University of Finance and Economics (formerly Jiangxi Finance and Economics College). He is currently a member of the Chinese Institute of Certified Public Accountants. Mr. Wang has been the managing director of south china business headquarter of Zhongrong International Trust Company Limited ("Zhongrong International") since April 2009. Before joining Zhongrong International, he has previously worked as the project manager of Shenzhen Baifuda Finance Company Limited, the financial controller of Shenzhen Chengnong Siliao Company Limited, the financial controller of Shenzhen Hongji (Group) Logistic Company Limited, the chief financial officer of Shenzhen Nanyou (Holdings) Limited and an auditor of Shenzhen Minfu audit firm. Mr. Wang has over 23 years of experience in finance.

Save as disclosed above, Mr. Wang did not hold any directorships in other public companies, the securities of which are listed on any securities markets in Hong Kong or overseas in the last three years.

- 12 -

APPENDIX II	BIOGRAPHICAL INFORMATION ON THE RETIRING
	DIRECTORS PROPOSED TO BE RE-ELECTED
	AT THE ANNUAL GENERAL MEETING

Length of service

Mr. Wang was appointed as an Executive Director and a member of each of the Executive Committee and Corporate Governance Committee of the Company on 21 August 2017.

Mr. Wang has entered into a director service agreement with the Company for a term of three years commencing from 21 August 2020. Mr. Wang is subject to retirement by rotation and is eligible for re-election in accordance with the Bye-laws.

Relationship

Mr. Wang has no relationship with any Directors, members of the senior management or substantial shareholder (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.

Interest in Shares

As at the Latest Practicable Date, Mr. Wang was not interested in any Shares and any underlying shares of the Company within the meaning of Part XV of the SFO.

Director's emoluments

Mr. Wang is entitled to receive director's remuneration of HK$500,000 per annum which is determined by the Board and the remuneration committee of the Company with reference to his qualification and experience, duties and responsibilities with the Company and the market benchmarks.

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

There is no information that is required to be disclosed in respect of such details set out in paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules and there are no other matters concerning Mr. Wang that need to be brought to the attention of the Shareholders.

- 13 -

APPENDIX II	BIOGRAPHICAL INFORMATION ON THE RETIRING
	DIRECTORS PROPOSED TO BE RE-ELECTED
	AT THE ANNUAL GENERAL MEETING

Professor XIAO Rong Ge ("Professor Xiao")

Independent Non-Executive Director

Experience

Professor Xiao, aged 71, obtained his PhD in Professional Geology from the China University of Geosciences (Beijing). He is currently a professor of Professional Geology and mentor to doctoral students at the China University of Geosciences (Beijing). Professor Xiao has long been conducting research work in the fields of geology, mineral exploration and economic evaluation, he participated in the fieldwork of geological inspection of metal minerals by the Integrated Exploration Unit of the North China Geological Exploration Company of the Ministry of Metallurgical Industry of China, mainly at the regions of Langshan mountain Bayan Obo, Manzhouli and Daxinganling of Inner Mongolia, PRC. Professor Xiao also took part in the geological research work of the Three-River Area of Yunnan and the system research of mesocenozoic geological minerals and sylvite and copper minerals in Yunnan. As a post-doctoral researcher at the Institute of Geochemistry Chinese Academy of Sciences, he engaged in geological geochemistry research, focusing research on the formation of meso-cenozoicsandstone-type copper minerals. Professor Xiao is currently engaged in the research studies on various types of minerals involving non-ferrous metals, precious metals, ferrous metals, non-metals and energy minerals, and has in-depth studies on the rules for the formation of metal ore deposits and mine exploration and has accomplished a series of research achievements. Academic publications in the recent decade include: Geochemistry of rock mineral deposits (Geological Publishing House), Boron ore deposits in Liaodong (Geological Publishing House), Gold mine formation rules and mineralization forecast in the deep parts of Xiaoqinling (Geological Publishing House), Phosphate ore deposits in China (Geological Publishing House), Molybdenum ore formation theory (Geological Publishing House) and Crystalline graphite ore deposits in northern China (Science Press). He had engaged in the projects of the National Science Foundation of China, basic technical research projects of the Department of Technology, Ministry of Land and Resources, national geological inspection projects, open laboratory projects on geochemistry of the Chinese Academy of Sciences and related provincial projects of the Department of Land and Resources and various mining enterprises projects, and was awarded a Third Class Award of Technological Progress by the Ministry of Geology and Mineral Resources, a First Class Award and a Second Class Award of Technological Achievement by the Ministry of Land and Resources. Professor Xiao had engaged in consultant services for mining investment, valuation for financing, mining rights valuation and technical inspection, and had conducted valuation of mining resources for various mining enterprises.

Save as disclosed above, Professor Xiao did not hold any directorships in other public companies, the securities of which are listed on any securities markets in Hong Kong or overseas in the last three years.

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APPENDIX II	BIOGRAPHICAL INFORMATION ON THE RETIRING
	DIRECTORS PROPOSED TO BE RE-ELECTED
	AT THE ANNUAL GENERAL MEETING

Length of service

Professor Xiao was appointed as an Independent Non-Executive Director and a member of the Audit Committee of the Company on 21 January 2010.

Professor Xiao has entered into a director service agreement with the Company for a term of three years commencing from 21 January 2019. Professor Xiao is subject to retirement by rotation and is eligible for re-election in accordance with the Bye-laws.

Relationship

Professor Xiao has no relationship with any Directors, members of the senior management or substantial shareholder (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.

Interest in Shares

As at the Latest Practicable Date, Professor Xiao was not interested in any Shares and any underlying shares of the Company within the meaning of Part XV of the SFO.

Director's emoluments

Professor Xiao is entitled to receive director's remuneration of HK$240,000 per annum which is determined by the Board and the remuneration committee of the Company with reference to his qualification and experience, duties and responsibilities with the Company and the market benchmarks.

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

There is no information that is required to be disclosed in respect of such details set out in paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules and there are no other matters concerning Professor Xiao that need to be brought to the attention of the Shareholders.

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

Bay Area Gold Group Limited

灣 區 黃 金 集 團 有 限 公 司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock code: 1194)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting ("Annual General Meeting") of Bay Area Gold Group Limited (the "Company") will be held at Units 5 & 6, 17/F, Convention Plaza Office Tower, 1 Harbour Road, Wan Chai, Hong Kong, on Friday, 18 June 2021 at 2:30 p.m. for the following purposes:

AS ORDINARY BUSINESS

1. To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and independent auditor of the Company for the year ended 31 December 2020.
2. (A) (i) To re-elect Mr. Zhang Lirui as an Executive Director.
3. 1. 1. To re-elect Mr. Wang Baozhi as an Executive Director.
      2. To re-elect Professor Xiao Rong Ge as an Independent Non-Executive Director.
   2. To authorise the board of Directors (the "Board") to determine the remuneration of the Directors.
4. To re-appoint CCTH CPA Limited as the Company's auditor and to authorise the Board to fix its remuneration.

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

AS SPECIAL BUSINESS

4. To consider and, if thought fit, pass with or without amendments the following resolutions as ordinary resolutions of the Company:

1. "THAT:
2. 1. subject to paragraph (c) below, the exercise by the directors of the Company ("Directors") during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and otherwise deal with additional shares of the Company of HK$0.001 each, in the share capital of the Company ("Shares") and to make or grant offers, agreements, options and rights of exchange or conversion which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;
   2. the approval in paragraph (a) above shall be in addition to any other authorisations given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion 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 allotted, issued or otherwise dealt with or agreed conditionally or unconditionally to be allotted, issued or otherwise dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval granted in paragraph (a) above, otherwise than pursuant to (i) a rights issue (as defined in paragraph (d) below); or (ii) the exercise of any options granted under the share option schemes or similar arrangement for the time being adopted or to be adopted for the grant or issue to officers and/or employees of the Company and/or its subsidiaries, of options to subscribe for, or rights to acquire the Shares approved by The Stock Exchange of Hong Kong Limited ("Stock Exchange"); or (iii) any scrip dividend or similar arrangement providing for the allotment of the Shares in lieu of the whole or part of a dividend on the Shares of the Company in accordance with the Bye-laws of the Company ("Bye-laws"), shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

1. for the purpose of this resolution:
   "Relevant Period" means the period from the date of passing 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 any applicable laws or the Bye-laws to be held; and
   3. the date on which the approval given under this resolution is revoked or varied by way of an ordinary resolution of the shareholders of the Company in general meeting."

"Rights issue" means the allotment, issue or grant of the Shares open for a period fixed by the Directors to holders of the Shares or any class of shares of the Company on the register of members of the Company 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 recognised regulatory body or any stock exchange in, any jurisdiction or territory applicable to the Company)."

1. "THAT:
2. 1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to repurchase Shares on the Stock Exchange or on any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws, the Bye-laws and the requirements of The Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange (as applicable), as amended from time to time be and is hereby generally and unconditionally approved;
   2. the approval in paragraph (a) above shall be in addition to any other authorisations given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase the Shares at a price determined by the Directors;

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

1. 1. the aggregate nominal amount of the Shares to be repurchased by the Directors pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and
   2. for the purpose of this resolution:
      "Relevant Period" means the period from the date of passing this resolution until whichever is the earliest of:
   3. 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 any applicable laws or the Bye-laws to be held; and
      3. the date on which the approval given under this resolution is revoked or varied by way of an ordinary resolution of the shareholders of the Company in general meeting."
2. "THAT:
   "conditional upon the passing of resolutions set out in paragraphs 4(A) and 4(B) above, the general mandate granted to the Directors pursuant to the resolution set out in paragraph 4(A) above be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company as stated in the resolution set out in paragraph 4(B) above, PROVIDED THAT such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution."

By order of the Board

Bay Area Gold Group Limited

Yi Shuhao

Chairman

Hong Kong, 16 April 2021

As at the date of this notice, the Board comprises Mr. Yi Shuhao, Mr. Chen Sheng, Mr. Zhang Lirui, Mr. Wang Baozhi and Mr. Huang Zhiwei as Executive Directors; Mr. Hsu Jing-Sheng as a Non-Executive Director; Ms. Wong Chi Yan, Professor Xiao Rong Ge and Professor Zhang Tianyu as Independent Non-Executive Directors.

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any member entitled to attend and vote at the Annual General Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member.
2. Where there are joint holders of any Share any one of such joint holder may vote, either in person or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint holders be present at the Annual General 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, and 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.
3. The form of proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the Company's Hong Kong branch share register, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting or adjourned meeting at which the person named in the form of proxy proposes to vote and in default the form of proxy shall not be treated as valid.
4. The form of proxy for use at the Annual General Meeting is enclosed herewith.
5. To ascertain shareholders' eligibility to attend and vote at the annual general meeting, the register of members will be closed from Tuesday, 15 June 2021 to Friday, 18 June 2021 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify to attend and vote at the annual general meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, no later than 4:00 p.m. on Friday, 11 June 2021.
6. If Typhoon Signal No. 8 or above, or a "black" rainstorm warning or "extreme conditions after super Typhoons" announced by the Hong Kong Government is/are in effect any time after 10:00 a.m. on the date of the AGM, the meeting will be postponed. The Company will publish an announcement on the website of the Company at http://cpm.etnet.com.hk and on the website of the Stock Exchange at http://www.hkexnews.hk to notify Shareholders of the date, time and venue of the rescheduled meeting.
7. In order to facilitate the prevention and control of the spread of the Coronavirus Disease 2019 (COVID-19) pandemic and to safeguard the health and safety of the shareholders of the Company (the "Shareholders"), the Company encourages Shareholders to consider appointing the chairman of the Meeting as his/her proxy to vote on the relevant resolutions at the Meeting as an alternative to attending the Meeting in person.

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