JY GAS LIMITED — Proxy Solicitation & Information Statement 2005

Nov 4, 2005

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 a 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 Nippon Asia Investments Holdings Limited, you should at once hand this circular together with the form of proxy to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

==> picture [348 x 35] intentionally omitted <==

(Incorporated in Bermuda with limited liability) (Stock Code: 603)

PROPOSAL FOR CHANGE OF AUDITORS

A notice convening a Special General Meeting of Nippon Asia Investments Holdings Limited (the “Company”) to be held at Regus, 2nd Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Monday, 14 November 2005 at 10:15 a.m. or any adjournment thereof is set out on page 5 of this circular. If you do not intend to attend and vote at the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at 46th Floor, Hopewell Centre, 183 Queens’ Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

28 October 2005

* for identification purposes only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Proposed change of Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Procedures for demanding a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Notice of Special General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5

– i –

DEFINITIONS

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

• “Audit Committee”

the audit committee of the Company

“BDO” BDO McCabe Lo Limited “Board” the board of Directors

• “Bye-laws” the Bye-laws of the Company

• “Change of Auditors”

• the proposed appointment of BDO as auditors of the Company to fill the casual vacancy arising from the resignation of KLL upon the approval by the Shareholders by an ordinary resolution at the SGM and to hold office until the conclusion of the next annual general meeting

• “Company” Nippon Asia Investments Holdings Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on The Stock Exchange of Hong Kong Limited

• “Director(s)” the director(s) of the Company

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “KLL” KLL Associates CPA Ltd

• “SGM”

the special general meeting of the Company to be convened and held at Regus, 2nd Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Monday, 14 November 2005 at 10:15 a.m.

• “Shareholder(s)” holder(s) of the share(s) of the Company

– 1 –

LETTER FROM THE BOARD

==> picture [348 x 36] intentionally omitted <==

(Incorporated in Bermuda with limited liability) (Stock Code: 603)

Executive Directors: WONG Kui Shing, Danny Masanori SUZUKI Eiji SATO WONG King Shiu, Daniel

Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Independent Non-Executive Directors: CHEUNG Man Yau, Timothy KIM Kwi Nam, Takao

Head Office and Principal Place of Business in Hong Kong: Room 2703-2704, 27/F Nine Queen’s Road Central Central Hong Kong 28 October 2005

To the Shareholders,

and for information only, holders of the convertible notes

Dear Sir or Madam,

PROPOSAL FOR CHANGE OF AUDITORS

INTRODUCTION

On 20 September 2005, the Board announced the proposal for the Change of Auditors.

The purposes of this circular are to provide the Shareholders with (i) further information on the proposal for the Change of Auditors and (ii) the notice of the SGM convened for the purposes of considering and, if thought fit, approving the necessary resolution to implement the proposal for the Change of Auditors.

PROPOSED CHANGE OF AUDITORS

KLL resigned as auditors of the Group with effect from 20 September 2005. The Company was informed by KLL that the reason for their resignation is due to the merger of their practice with BDO which took place on 1 August 2005. KLL issued on 20 September 2005 to the Audit Committee a letter pursuant to the Professional Ethics Statement 1.207A issued by the Hong Kong Institute of Certified Public Accountants. The Board advises that KLL confirmed in their letter of resignation dated 20 September 2005 that there were no circumstances connected with their resignation which they considered should be brought to the attention of the members and creditors of the Company or its subsidiaries.

* for identification purposes only

– 2 –

LETTER FROM THE BOARD

KLL and BDO International were merging their practices into BDO with all partners and staff of KLL joined BDO, and KLL still remain in existence. In around end of July 2005, the Company was informed by KLL about the merger with BDO while the Company was preparing to enter into the licence agreement, details of which are set out in the announcement of the Company dated 2 September 2005, which constituted a major transaction of the Company, and the Company was considering that KLL could complete the works on the circular in relation to the licence agreement before the resignation of KLL.

BDO will be appointed as auditors of the Company to fill the casual vacancy arising from the resignation of KLL upon the approval by the Shareholders by an ordinary resolution at the SGM and to hold office until the conclusion of the next annual general meeting.

The Board and the Audit Committee also confirm that there is no disagreement between the Company and KLL and there are no circumstances in respect of the proposed Change of Auditors which it considers should be brought to the attention of the Shareholders. The Audit Committee neither aware of anything unusual nor any unresolved or disagreed issues up to the date of resignation of KLL. No audit work has been commenced before the resignation of KLL in respect of the annual results for the financial year ended 31 July 2005 (“2005 Annual Results”) which is required to be released on or before 30 November 2005. The Board, after consultation with BDO, is of the view that the proposed Change of Auditors will not affect the audit and the release of the 2005 Annual Results.

SPECIAL GENERAL MEETING

Set out on page 5 of this circular is a notice convening the SGM to consider and, if appropriate, to approve the ordinary resolution relating to the proposed Change of Auditors.

A form of proxy for use at the SGM is enclosed herewith. If you are unable to attend and/ or vote at the SGM in person, you are requested to complete the form of proxy and return it to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the SGM. Completion and returning of the form of proxy will not preclude you from attending and voting at the SGM or any adjournment thereof if you so wish.

PROCEDURES FOR DEMANDING A POLL

Pursuant to Bye-law 66 of the Company’s Bye-laws, a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

• (a) by the chairman of such meeting; or

• (b) by at least three Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

• (c) by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

– 3 –

LETTER FROM THE BOARD

• (d) by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and holding Shares conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all Shares conferring that right.

RECOMMENDATION

Having considered the circumstances set out herein, the Board considers that the ordinary resolution for the proposed Change of Auditors is fair and reasonable and is in the best interest of the Company and accordingly, recommend all Shareholders to vote in favour of the ordinary resolution at the SGM.

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully For and on behalf of Nippon Asia Investments Holdings Limited Wong Kui Shing, Danny Chairman

– 4 –

NOTICE OF SPECIAL GENERAL MEETING

==> picture [348 x 36] intentionally omitted <==

(Incorporated in Bermuda with limited liability)

(Stock Code: 603)

NOTICE IS HEREBY GIVEN THAT a special general meeting of Nippon Asia Investments Holdings Limited (the “Company”) will be held at Regus, 2nd Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Monday, 14 November 2005 at 10:15 a.m. to consider and, if thought fit, pass with or without modifications, the following resolution as an Ordinary Resolution:–

“ THAT BDO McCabe Lo Limited be and is hereby appointed as auditors of the Company to fill the casual vacancy arising from the resignation of KLL Associates CPA Ltd and to hold office until the conclusion of the next annual general meeting and that the board of directors of the Company be authorized to fix their remuneration.”

By Order of the Board Nippon Asia Investments Holdings Limited Wong Kui Shing, Danny Chairman

Hong Kong, 28 October 2005

Notes:

1. Any member of the Company entitled to attend and vote at the meeting convened by this notice shall be entitled to appoint proxy to attend and vote in his stead in accordance with the Bye-Laws of the Company. A proxy need not be a member of the Company but must be present in person to represent the member.

2. A form of proxy for use at the above meeting is enclosed.

3. To be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy thereof, must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited of 46/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or any adjournment a thereof should they so wish.

4. As at the date of this notice, the Board comprises four executive Directors, namely Mr Wong Kui Shing, Danny, Mr Masaonri Suzuki, Mr Eiji Sato and Mr Wong King Shiu, Daniel and two independent non-executive Directors, namely Mr Cheung Man Yau, Timothy and Mr Kim Kwi Nam, Takao.

* for identification purposes only

– 5 –