Kingwell Group Limited — Proxy Solicitation & Information Statement 2004

Nov 8, 2004

IMPORTANT

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, licensed corporation, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or otherwise transferred all your shares in Hua Yi Copper Holdings Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stock broker, licensed corporation, or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

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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 CHANGE OF AUDITORS

A notice convening the 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 at 10:00 a.m. on Wednesday, 24 November 2004, is set out on page 4 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying form of proxy 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.

8 November 2004

* For identification purposes only

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 Mr. Lau Man Tak Mr. Hui Chun Lam Mr. Chu Yuk Kuen Mr. Lam Kwan Sing Mr. Lei Hong Wai

Independent non-executive Directors:

Mr. Chun Jay Ms. Lo Miu Sheung, Betty Mr. Chung Kam Kwong

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business in Hong Kong: No.7, 2nd Floor Kingsford Industrial Centre 13 Wang Hoi Road Kowloon Bay Kowloon Hong Kong

8 November 2004

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF AUDITORS

PROPOSED CHANGE OF AUDITORS

On 28 October 2004, the board of directors (the “Board”) of Hua Yi Copper Holdings Limited (the “Company”) had announced that CCIF CPA Limited (“CCIF”) had resigned as auditors of the Company with effect from 21 October 2004. Following the resignation of CCIF, the Board had resolved to propose to the shareholders of the Company (“Shareholders”) to appoint Deloitte Touche Tohmatsu (“Deloitte”) as the new auditor of the Company.

* For identification purposes only

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LETTER FROM THE BOARD

In the notice of resignation, CCIF confirmed that there were no circumstances connected with their resignation which they considered ought to be brought to the attention of the members or creditors of the Company. As disclosed in the Company’s announcement dated 28 October 2004, the Board had confirmed that there are no circumstances in respect of the change of auditors which they consider should be brought to the attention of the Shareholders and, in connection with CCIF’s resignation, there is or was no disagreement between the Board and CCIF. The Board anticipates that the change of the Company’s auditors will not affect the audit and the release of the annual results of the Company for the financial year ending 30 June 2005.

The reason for the change of the Company’s auditors is because Solartech International Holdings Limited (“Solartech”), also a company listed on the main board of the Stock Exchange of Hong Kong Limited, became the controlling shareholder of the Company on 11 August 2004 (for details, please refer to the joint announcement by Solartech and the Company dated 11 August 2004). In order to consolidate the financial accounting and reporting systems of Solartech and the Company as a group, the Board had resolved to propose to the Shareholders to appoint Solartech’s auditors, Deloitte, as the new auditor of the Company.

SPECIAL GENERAL MEETING

A notice convening the special general meeting to be held at No.7, 2nd Floor, Kingsford Industrial Centre, 13 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong at 10:00 a.m. on Wednesday, 24 November 2004, for the purpose of considering the proposal to change the Company’s auditors is contained on page 4 of this circular.

PROCEDURES FOR DEMANDING POLL BY THE SHAREHOLDERS

Pursuant to Bye-law 66 of the Company, on a poll every member present in person or by proxy or, in the case of a member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. A resolution put to the vote of a 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 members present in person (or in the case of a member being a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

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LETTER FROM THE BOARD

• (c) by a member or members present in person (or in the case of a member 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 members having the right to vote at the meeting; or

• (d) by a member or member present in person (or in the case of a member being a corporation, by its duly authorised representative) or by proxy and holding shares in the Company 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.

A demand by a person as proxy for a member or, in the case of a member being a corporation, by its duly authorised representative shall be deemed to be the same as a demand by a member.

RECOMMENDATION

The Directors believe that the proposed change of the Company’s auditors is in the interests of the Company and the Shareholders and therefore recommend the Shareholders to vote in favour of the ordinary resolution at the aforesaid special general meeting.

Yours faithfully By order of the board Hua Yi Copper Holdings Limited Chau Lai Him

Chairman and Managing Director

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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 (the “Company”) will be held at No.7, 2nd Floor, Kingsford Industrial Centre, 13 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong at 10:00 a.m. on Wednesday, 24 November 2004, for the purpose of considering and, if thought fit, to pass, with or without modification or amendments, the following resolution of Hua Yi Copper Holdings Limited as an ordinary resolution:

ORDINARY RESOLUTION

“ THAT Deloitte Touche Tohmatsu, be and is hereby appointed as the auditor of the Company to fill the vacancy following the resignation of CCIF CPA Limited and to hold office until the conclusion of the next annual general meeting of the Company at a fee to be fixed by the board of directors of the Company.”

By order of the board Hua Yi Copper Holdings Limited Chau Lai Him Chairman and Managing Director

Hong Kong, 8 November 2004

Head office and principal place of business in Hong Kong: No.7, 2nd Floor Kingsford Industrial Centre 13 Wang Hoi Road Kowloon Bay Kowloon Hong Kong

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

• For identification purposes only

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NOTICE OF SPECIAL GENERAL MEETING

Notes:

1. A shareholder entitled to attend and vote at the above meeting may appoint one or more than one proxy (if shareholder is the holder of two or more shares) to attend and to vote in his stead. A proxy need not be a shareholder of the Company.

2. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally 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 meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall be entitled to vote in respect thereof to the exclusion of the votes of the other joint holders.

3. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof must be delivered 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 not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

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