Kingwell Group Limited — Proxy Solicitation & Information Statement 2004

Dec 13, 2004

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Hua Yi Copper Holdings Limited (“Company”), you should at once hand this circular with the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company 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.

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Hua Yi Copper Holdings Limited 華藝銅業控股有限公司[*] (Incorporated in Bermuda with limited liability)

(Stock code: 559)

PROPOSED SHARE CONSOLIDATION ODD-LOT ARRANGEMENT AND ADJUSTMENT TO SUBSCRIPTION PRICES OF SHARE OPTIONS

A notice convening a special general meeting of Hua Yi Copper Holdings Limited to be held at No. 7, 2nd Floor, Kingsford Industrial Centre, 13 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong on Wednesday, 29 December 2004 at 10:00 a.m. is set out on pages 10 to 11 of this circular.

Whether or not you are able to attend the meeting, you are requested to complete the accompanying form of proxy for use at the special general meeting in accordance with the instructions printed thereon and return it to the Company’s principal place of business in Hong Kong at No. 7, 2nd Floor, Kingsford Industrial Centre, 13 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong as soon as possible and, in any event, not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

13 December 2004

* for identification only

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Reasons for Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Change in Board Lot Size and Trading Arrangement . . . . . . . . . . . . . . . . . . . . . . .	5
Arrangement for Odd Lots . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Exchange of Share Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Trading Arrangement for Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Adjustment of Subscription Price of the Share Options . . . . . . . . . . . . . . . . . . . . .	7
Listing and Dealings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Procedure by which a Poll may be Demanded . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
NOTICE OF SPECIAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

DEFINITIONS

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

“Board”	the board of Directors
“Board Lot Change”	the change of the board lot size from 40,000 Existing
	Shares to 2,000 Consolidated Shares upon the Share
	Consolidation becoming effective
“CCASS”	the Central Clearing and Settlement System established
	and operated by HKSCC
“Company”	Hua Yi Copper Holdings Limited, a company
	incorporated in Bermuda with limited liability, the
	ordinary shares of which are listed on the Stock
	Exchange
“Consolidated Share(s)”	the issued and unissued ordinary shares of HK$0.20
	each in the share capital of the Company after the
	Share Consolidation taking effect
“Director(s)”	director(s) of the Company
“Effective Date”	the date on which the Share Consolidation becomes
	unconditional and effective, which is currently
	expected to be 30 December 2004
“Existing Share(s)”	existing issued and unissued ordinary shares of
	HK$0.01 each in the share capital of the Company prior
	to the Share Consolidation becoming effective
“HKSCC”	Hong Kong Securities Clearing Company Limited
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	10 December 2004, the latest practicable date prior to
	the printing of this circular for the purposes of
	ascertaining certain information contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“Optionholder(s)”	the holder(s) of outstanding options granted under the
	share option schemes adopted on 4 December 2003
	and 13 December 1996 (as the case may be)

– 1 –

DEFINITIONS

“Registrar”	Tengis Limited of Ground Floor, BEA Harbour View
	Centre, 56 Gloucester Road, Wanchai, Hong Kong,
	being the branch share registrars of the Company in
	Hong Kong
“SGM”	the special general meeting of the Company to be
	convened on 29 December 2004 for the purposes of
	approving the Share Consolidation
“Shareholder(s)”	holder(s) of the Existing Shares or the Consolidated
	Shares, as the case may be
“Share Consolidation”	the proposed share consolidation of the issued and
	unissued ordinary shares of the Company by
	consolidating twenty Existing Shares into one
	Consolidated Share
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars
“%”	per cent.

– 2 –

EXPECTED TIMETABLE

The following expected timetable is dependent on the date of fulfillment of the relevant conditions to which the Share Consolidation is subject to. The timetable may be updated as and when the expected dates of fulfillment of such conditions are revised, and in such case the Company will issue an announcement to inform the Shareholders and the investing public accordingly.

2004

Despatch of circular together with notice of SGM . . . . on or before Monday, 13 December Latest time for lodging the form of proxy for the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Monday, 27 December SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Wednesday, 29 December Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . Thursday, 30 December Existing counter for trading in Existing Shares in board lots of 40,000 Existing Shares temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Thursday, 30 December Temporary counter for trading in Consolidated Shares in board lots of 2,000 Consolidated Shares (in the form of existing share certificates) opens . . . . . . . . . 9:30 a.m. on Thursday, 30 December 2005 Existing counter for trading in Consolidated Shares in board lots of 2,000 Consolidated Shares (in the form of new share certificates) re-opens . . . . . . . . . . . . . . . . . 9:30 a.m. on Thursday, 13 January Parallel trading of Consolidated Shares (in the form of existing and new share certificates) commences . . 9:30 a.m. on Thursday, 13 January First day of odd lot facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 13 January Parallel trading of Consolidated Shares (in the form of existing and new share certificates) ends . . . . . . . . 4:00 p.m. on Thursday, 3 February Last day of odd lot facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 3 February Temporary counter for trading in Consolidated Shares in board lots of 2,000 Consolidated Shares (in the form of existing share certificates) closes . . . . . . . . . . . . . . . . 4:00 p.m. on Thursday, 3 February Free exchange of new share certificates for the Consolidated Shares . . . . . . . . . . . .from 9:00 a.m. on Thursday, 30 December 2004 to 4:30 p.m. on Monday, 7 February 2005

All references to time and dates in this circular are to Hong Kong time and dates.

– 3 –

LETTER FROM THE BOARD

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Hua Yi Copper Holdings Limited 華藝銅業控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock code: 559)

Executive Directors:

Mr. Chau Lai Him (Chairman) Mr. Lau Man Tak Mr. Hui Chun Lam Mr. Chu Yuk Kuen Mr. Lam Kwan Sing Mr. Lei Hong Wai

Principal place of business

in Hong Kong: No. 7 2/F Kingsford Industrial Centre 13 Wang Hoi Road Kowloon Bay Kowloon Hong Kong

Independent Non-executive Directors: Mr. Chun Jay Ms. Lo Miu Sheung, Betty Mr. Chung Kam Kwong

Registered office: Clarendon House Church Street Hamilton HM 11 Bermuda

13 December 2004

To the Shareholders and the Optionholders

Dear Sir or Madam,

PROPOSED SHARE CONSOLIDATION ODD-LOT ARRANGEMENT AND

ADJUSTMENT TO SUBSCRIPTION PRICES OF SHARE OPTIONS

INTRODUCTION

The Board announced on 30 November 2004 that the Company proposes to effect the Share Consolidation by consolidating every 20 existing issued and unissued ordinary shares of HK$0.01 par value each into one new ordinary share of HK$0.20 par value each and to change the board lot size for trading in the ordinary shares in the share capital of the Company from 40,000 Existing Shares to 2,000 Consolidated Shares.

The Share Consolidation is conditional, among other things, upon the approval by the Shareholders at the SGM and the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Consolidated Shares.

* for identification only

– 4 –

LETTER FROM THE BOARD

The purpose of this circular is to give you further information regarding, among other matters, details of the Share Consolidation, and to give you notice of the SGM for the purpose of seeking your approval of the Share Consolidation.

SHARE CONSOLIDATION

As at the Latest Practicable Date, the authorised share capital of the Company was HK$200,000,000 and there were 10,591,250,000 issued Existing Shares and 9,408,750,000 unissued Existing Shares. Upon the Share Consolidation becoming effective and assuming no new Existing Shares will be issued prior to the SGM, the authorised share capital of the Company will remain as HK$200,000,000 and there will be 529,562,500 issued Consolidated Shares and 470,437,500 unissued Consolidated Shares. Any fractional Consolidated Shares arising as a result of the Share Consolidation will be aggregated and sold for the benefit of the Company. The issued Consolidated Shares will rank pari passu in all respects with each other and there will be no change in the relative rights of the Shareholders. The Share Consolidation is subject to (i) the approval by the Shareholders at the SGM and (ii) the granting of the listing of, and permission to deal in, the Consolidated Shares by the Stock Exchange.

REASONS FOR SHARE CONSOLIDATION

The Directors believe that the Share Consolidation is in the best interests of the Company and the Shareholders as a whole as the Share Consolidation will reduce the number of board lots in the market and will increase the nominal value and trading price of the ordinary shares of the Company and may thereby attract more investors including potential institutional investors and broaden the Company’s shareholders base.

The Share Consolidation will not, of itself, alter the underlying assets, business operations, management or financial position of the Company and its subsidiaries except for the payment of related expenses.

CHANGE IN BOARD LOT SIZE AND TRADING ARRANGEMENT

Currently, the Existing Shares are traded in board lot size of 40,000 Existing Shares each. The Board proposes that the board lot size for trading on the Stock Exchange be changed from 40,000 Existing Shares to 2,000 Consolidated Shares upon the Share Consolidation becoming effective.

– 5 –

LETTER FROM THE BOARD

ARRANGEMENT FOR ODD LOTS

In order to facilitate the trading of odd lots of the Consolidated Shares arising from the Share Consolidation, the Company has procured an agent to arrange the sale and purchase of odd lots on behalf of the Shareholders. Holders of odd lots of Consolidated Shares who wish to take advantage of this facility should contact Ms. Rosita Kiu of Kingston Securities Limited at Suite 2801, 28th Floor, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong (telephone number: 2298-6215) during the period from 13 January 2005 to 3 February 2005, both dates inclusive.

Shareholders should note that successful matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed.

Shareholders are recommended to consult their licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser if they are not sure about the matching service described above.

EXCHANGE OF SHARE CERTIFICATES

The new share certificates for the Consolidated Shares will be brown in colour in order to distinguish them from the existing share certificates which are grey in colour.

Upon the Share Consolidation becoming effective, Shareholders may submit the existing share certificates in exchange for the new share certificates for the Consolidated Shares free of charge to the office of the Registrar, Tengis Limited located at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, during the business hours of 9:00 a.m. to 4:30 p.m. from 30 December 2004 to 7 February 2005, both dates inclusive. Thereafter, share certificates for the Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 or such higher amount as from time to time be determined for each new share certificate issued. It is expected that the new share certificates for the Consolidated Shares will be available for collection within a period of ten (10) business days after the submission of the existing share certificates to the Registrar for exchange.

TRADING ARRANGEMENT FOR CONSOLIDATED SHARES

Subject to the Share Consolidation becoming effective, the arrangement for trading in the Consolidated Shares will be as follows:

• (a) from 9:30 a.m. on Thursday, 30 December 2004, the existing counter for trading in Existing Shares in board lots of 40,000 Existing Shares will be temporarily closed;

• (b) with effect from 9:30 a.m. on Thursday, 30 December 2004, a temporary counter for trading in Consolidated Shares in board lots of 2,000 Consolidated Shares, in the form of existing share certificates for the Existing Shares, will be established, and for the purposes of the settlement and delivery for trading at this temporary counter every 20 Existing Shares will be deemed to represent one (1) Consolidated Share. Only existing share certificates for Existing Shares (in grey colour) can be traded at this temporary counter;

– 6 –

LETTER FROM THE BOARD

• (c) with effect from 9:30 a.m. on Thursday, 13 January 2005, the existing counter will be re-opened for trading in the Consolidated Shares in board lots of 2,000 Consolidated Shares. Only share certificates for the Consolidated Shares (in brown colour) can be traded at this counter;

• (d) during the period from 9:30 a.m. on Thursday, 13 January 2005 to 4:00 p.m. on Thursday, 3 February 2005 (both days inclusive), parallel trading will be permitted at the above two counters;

• (e) the temporary counter for trading in the existing share certificates in board lots of 2,000 Consolidated Shares will be removed after the close of trading at 4:00 p.m. on Thursday, 3 February 2005; and

• (f) with effect from 9:30 a.m. on Friday, 4 February 2005 trading will only be done in Consolidated Shares in board lots of 2,000 Consolidated Shares (in the form of new share certificates in brown colour). Existing share certificates (in grey colour) will only be valid for delivery and settlement in respect of dealings for the period up to and including 4:00 p.m. on Thursday, 3 February 2005 and thereafter will not be acceptable for delivery and settlement purposes. However, existing certificates for Existing Shares (in grey colour) will continue to be good and valid evidence of legal title to the Consolidated Shares on the basis of twenty (20) Existing Shares for one (1) Consolidated Share and may be exchanged for share certificates for the Consolidated Shares (in brown colour) at the Registrar at any time on payment of a prescribed fee.

ADJUSTMENT OF SUBSCRIPTION PRICE OF THE SHARE OPTIONS

Upon the Share Consolidation becoming effective, the subscription price of the issued existing share options granted under the employee share option schemes adopted on 4 December 2003 and 13 December 1996 will be adjusted as appropriate, in accordance with the respective terms and conditions. The adjustments have been reviewed by the Company’s auditor.

Original exercise price per Existing Share and number of Existing Shares subject to the outstanding share options

New exercise price per Consolidated Share and number of Consolidated Shares subject to the outstanding share options

4,000,000 Existing Shares exercisable at HK$0.7056 each

200,000 Consolidated Shares exercisable at HK$14.112 each

LISTING AND DEALINGS

Application has been made to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, the Consolidated Shares.

– 7 –

LETTER FROM THE BOARD

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

For those persons whose interests in the Company are currently held through CCASS, dealings in the Consolidated Shares are expected to be capable of settlement through CCASS with effect from the date of commencement of dealings in the Consolidated Shares on the Stock Exchange and without any need on the part of such persons to deposit the new share certificates in respect of the Consolidated Shares with HKSCC.

Dealings in the Consolidated Shares may be settled through CCASS. You should seek the advice of your licensed securities dealer or other professional adviser for details of those settlement arrangement and how such arrangement will affect your rights and interests.

SPECIAL GENERAL MEETING

A notice convening the SGM to be held at No. 7, 2nd Floor, Kingsford Industrial Centre, 13 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong on Wednesday, 29 December 2004 at 10:00 a.m. is set out on pages 10 to 11 of this circular.

A form of proxy for use at the SGM is enclosed. If you do not intend to attend the SGM, you are requested to complete and return the form of proxy 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 the holding of the SGM or any adjournment thereof to the Company’s principle place of business. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting should you so wish.

PROCEDURE BY WHICH A POLL MAY BE DEMANDED

Pursuant to the bye-laws of the Company, all the resolutions put to vote by the Shareholders at the SGM shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded by certain persons as summarised below:

• (i) by the chairman of the meeting; or

• (ii) by at least three Shareholders (present in person or by its duly authorised representative or by proxy) for the time being entitled to vote at the meeting; or

– 8 –

LETTER FROM THE BOARD

• (iii) by any Shareholder(s) (present in person or by its duly authorised representative or by proxy) representing not less than one-tenth of the total voting rights of all the Shareholders having the right to vote at the meeting; or

• (iv) by any Shareholder(s) (present in person or by its duly authorised representative or by proxy) 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.

In addition, under the Listing Rules, if the chairman of the meeting and/or the Directors individually or collectively hold(s) proxies in respect of Shares holding 5% or more of the total voting rights of the Company at the SGM, and if the votes cast at the SGM on a show of hands are in the opposite manner to that instructed in those proxies, then the chairman shall demand a poll. However, if it is apparent from the total proxies held that a vote taken on a poll will not reverse the vote taken on a show of hands, then the chairman shall not be required to demand a poll.

RECOMMENDATION

The Directors consider that the Share Consolidation are in the interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions relating thereto as set out in the notice of SGM. The Directors intend to do so in respect of their own beneficial holdings.

By order of the Board Hua Yi Copper Holdings Limited Chau Lai Him Chairman

– 9 –

NOTICE OF SPECIAL GENERAL MEETING

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Hua Yi Copper Holdings Limited 華藝銅業控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock code: 559)

NOTICE IS HEREBY GIVEN that a special general meeting of Hua Yi Copper Holdings Limited (“Company”) will be held at No. 7, 2nd Floor, Kingsford Industrial Centre, 13 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong on Wednesday, 29 December 2004 at 10:00 a.m. for the purpose of considering and, if thought fit, with or without modification, passing the following ordinary resolution:

ORDINARY RESOLUTION

“ THAT conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (“Stock Exchange”) granting the listing of, and permission to deal in, the Consolidated Shares (as defined below):

• (a) with effect from 9:30 a.m. on the first business day in Hong Kong immediately following the date on which this resolution is passed, being a day on which the Stock Exchange is open for the business of dealing in securities, the issued and unissued ordinary shares of HK$0.01 each in the capital of the Company (“Shares”) be consolidated on the basis of every twenty (20) issued Shares being consolidated into one (1) issued share of HK$0.20 (“Consolidated Share”) and every twenty (20) unissued Shares being consolidated into one (1) unissued Consolidated Share;

• (b) all of the Consolidated Shares resulting from such share consolidation shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions contained in the bye-laws of the Company; and

• (c) any fractional entitlements to the issued Consolidated Shares shall be aggregated and sold for the benefit of the Company by an agent appointed by the Company’s board of directors for that purpose as set out in the circular of the Company dated 13 December 2004,

and the directors of the Company be and hereby authorised to take any and all steps, and to do and/or procure to be done any and all acts and things, and to approve, sign and execute any documents which in their opinion may be necessary, desirable or expedient to implement and carry into effect this resolution.”

By order of the Board Hua Yi Copper Holdings Limited Chau Lai Him Chairman

Hong Kong, 13 December 2004

* for identification only

– 10 –

NOTICE OF SPECIAL GENERAL MEETING

Registered office: Clarendon House Church Street Hamilton HM 11 Bermuda

Principal place of business in Hong Kong: No. 7 2/F Kingsford Industrial Centre 13 Wang Hoi Road Kowloon Bay Kowloon Hong Kong

As at the date hereof, the executive Directors are Mr. Chau Lai Him, Mr. Lau Man Tak, Mr. Hui Chun Lam, Mr. Chu Yuk Kuen, Mr. Lam Kwan Sing and Mr. Lei Hong Wai, and the independent non-executive Directors are Mr. Chun Jay, Mr. Chung Kam Kwong and Ms. Lo Miu Sheung, Betty.

Notes:

1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or, if he is the holder of two or more shares, more than one proxy to attend and in his stead. A proxy need not be a member of the Company.

2. A form of proxy for use at the meeting is enclosed. To be valid, the proxy form duly completed and signed in accordance with the instructions printed thereon, together with any power of attorney or other authority (if any) under which it is signed, or a certified copy of that power of attorney or authority, must be deposited at the Company’s principal place of business in Hong Kong at No. 7, 2nd Floor, Kingsford Industrial Centre, 13 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong as soon as possible and in any event, not less than 48 hours before the time appointed for holding of the meeting or any adjournment of it.

3. Where there are joint holders of any share, any one of such holders may vote at the meeting, either in person or by proxy, in respect of such share as if he were solely entitled to vote, but if more than one of such joint holders be present at the meeting in person or by proxy, the person so present whose name stands first in the register of members of the Company in respect of such share shall alone be entitled to vote in respect of it. Completion and return of the form of proxy will not preclude a member from attending the meeting and voting in person at the meeting or any adjourned meeting if he so desires. If a member attends the meeting after having deposited the form of proxy, his form of proxy will be deemed to have been revoked.

– 11 –