JY GAS LIMITED — Proxy Solicitation & Information Statement 2005

Mar 11, 2005

(Incorporated in Bermuda with limited liability)

(Stock Code: 603)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a special general meeting of Nippon Asia Investments Holdings Limited (the “Company”) will be held at Garden Rooms, 2/F, The Royal Garden, 69 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Monday, 4 April 2005 at 10:00 a.m. to consider and, if thought fit, pass with or without modifications, the following resolutions:

SPECIAL RESOLUTION

1. “ THAT , conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited approving the listing of, and granting the permission to deal in, shares of HK$0.01 each in the issued share capital of the Company upon the Capital Reorganisation (as defined below) becoming effective, with effect from 9:30 a.m. on the next Business Day (not being a Saturday) following the date on which this resolution is passed (the “Effective Date”):

   • (a) the issued share capital of the Company be reduced by canceling paid up capital to the extent of HK$0.024 on each of the shares of HK$0.025 in the capital of the Company in issue on the Effective Date (the “Capital Reduction”) so that each issued share in the capital of the Company shall be treated as one fully-paid up share of HK$0.001 each in the capital of the Company (the “Reduced Share(s)”) and any liability of the holders of Reduced Shares to make any further contribution to the capital of the Company on each such Reduced Share shall be treated as satisfied;

   • (b) subject to and forthwith upon the Capital Reduction taking effect, the credit amount arising from the Capital Reduction be credited to the contributed surplus account of the Company where it may be utilised in accordance with the bye-laws of the Company and all applicable laws, including to eliminate the accumulated losses of the Company (the “Application of Credit”);

   • (c) subject to and forthwith upon the Capital Reduction taking effect, all of the authorised but unissued shares of HK$0.025 each in the capital of the Company (including those authorised but unissued shares arising from the Capital Reduction) be sub-divided into twenty-five (25) Reduced Shares (the “Subdivision”);

   • (d) subject to and forthwith upon the Capital Reduction and the Subdivision taking effect, every ten Reduced Shares in the authorised share capital of the Company on the Effective Date be consolidated into one (1) share of HK$0.01 each in the authorised share capital of the Company (the “Consolidation”); and

   • (e) the directors of the Company be and are hereby authorised generally to do all such acts, deeds and things as they shall, in their absolute discretion, deem appropriate to effect and implement the Capital Reduction, the Application of Credit, the Subdivision and the Consolidation (collectively, the “Capital Reorganisation”).”

ORDINARY RESOLUTIONS

1. “ THAT subject to the passing of resolution numbered 1 as set out in this notice:

   • (a) the execution of the conditional subscription agreement dated 26 January 2005 which was supplemented by a supplemental agreement dated 4 February 2005 between the Company and Global Capital Management Inc. (the “Subscriber”) in relation to the subscription of 1-year 1% convertible loan note (the “GC Convertible Note”) by the Subscriber in the principal amount of JPY290,000,000 (i.e. equivalent to HK$21,750,000) (the “Subscription Agreement”), copies of which have been produced to this meeting and marked “A” and initialed by the chairman of the meeting for identification purpose and the transactions contemplated under the Subscription Agreement and the performance by the Company thereof be and are hereby ratified, confirmed and approved;

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• (b) the directors of the Company be and are hereby authorised to issue the GC Convertible Note and allot and issue New Shares of HK$0.01 each upon exercise of the conversion right attaching to the GC Convertible Note; and

• (c) any one director of the Company be and is hereby authorised to do such act or execute such other documents by hand, or, in case of execution of documents under seal, to do so jointly with either the secretary of the Company or duly appointed representative of the directors of the Company or a second director of the Company so as to give effect to any or all other transactions contemplated in this resolution.”

1. “ THAT subject to the passing of resolution numbered 1 as set out in this notice:

   • (a) the execution of the conditional placing agreement dated 28 January 2005 which was supplemented by a supplemental agreement dated 4 February 2005 between the Company and Kingston Securities Limited (the “Placing Agent”) in relation to the placing of, on a fully underwritten basis, by the Placing Agent in the principal amount of HK$40,000,000 (the “Placing Agreement”), copies of which have been produced to this meeting and marked “B” and initialed by the chairman of the meeting for identification purpose and the transactions contemplated under the Placing Agreement and the performance by the Company thereof be and are hereby ratified, confirmed and approved;

   • (b) the directors of the Company be and are hereby authorised to issue the Underwritten Convertible Notes and allot and issue New Shares of HK$0.01 each upon exercise of the conversion right attaching to the Underwritten Convertible Notes; and

   • (c) any one director of the Company be and is hereby authorised to do such act or execute such other documents by hand, or, in case of execution of documents under seal, to do so jointly with either the secretary of the Company or duly appointed representative of the directors of the Company or a second director of the Company so as to give effect to any or all other transactions contemplated in this resolution.”

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

Hong Kong, 11 March 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 one or more proxies 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. 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 or any adjournment thereof. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or any adjourned meeting should they so wish.

As at the date of this announcement, the Board comprises six executive Directors, namely Mr Wong Kui Shing, Danny, Mr Masanori Suzuki, Mr Eiji Sato, Mr Wong King Shiu, Daniel, Mr Kan Kwok Shu and Mr Liu Che Chu, George; and three independent non-executive Directors, namely Mr Cheung Man Yau, Timothy, Mr Chuk Che Shing and Mr Kim Kwi Nam, Takao.

• for identification purposes only

Please also refer to the published version of this announcement in The Standard.

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