Kingwell Group Limited — Proxy Solicitation & Information Statement 2009

Nov 8, 2009

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

HUA YI COPPER HOLDINGS LIMITED 華藝礦業控股有限公司[*]

(Incorporated in Bermuda with limited liability) (Stock Code: 0559)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (“ SGM ”) of Hua Yi Copper Holdings Limited (“ Company ”) will be held at Unit 7, 2nd Floor, Kingsford Industrial Centre, 13 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong on Wednesday, 25 November 2009 at 11:00 a.m. for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolutions as an ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT subject to and conditional upon The Stock Exchange of Hong Kong Limited approving the listing of, and granting the permission to deal in, the Offer Shares (as defined below) in their fully-paid forms to be allotted to the Qualifying Shareholders (as defined in the circular dated 9 November 2009 (“ Circular ”) to the shareholders of the Company of which the notice convening the meeting at which this resolution is proposed forms part, a copy of the Circular marked “A” has been produced to the meeting and signed by the Chairman of the meeting for the purpose of identification) by way of open offer as announced by the Company on 19 October 2009:

2. (a) the issue by way of open offer (“ Open Offer ”) of 1,301,282,600 shares of HK$0.05 each (collectively, the “ Offer Shares ”) to the holders of the shares of HK$0.05 each of the Company (each, a “ Share ”) whose names appear on the register of members of the Company on the Record Date (as defined in the Circular) in the proportion of two Offer Shares for every Share then held at the subscription price of HK$0.15 per Offer Share payable in full upon acceptance and otherwise with no facility for excess applications for the assured allotments of Offer Shares according to the terms and conditions set out in the Circular be and is hereby approved;

* for identification purposes only

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• (b) the directors of the Company (“ Directors ”) be and are hereby authorised to allot and issue the Offer Shares pursuant to or in connection with the Open Offer provided that in the case of shareholders of the Company whose addresses as shown on the register of members of the Company at the close of business on the Record Date are in any jurisdictions outside Hong Kong, and to whom the Directors, based on the enquiry made by the Company, consider it necessary or expedient not to offer the Offer Shares on account of the legal advice given by the legal counsels of such jurisdictions (“ Excluded Shareholders ”), the Offer Shares shall not be issued to the Excluded Shareholders but shall be taken up by the Underwriter (as defined in the Circular);

• (c) the Directors be and are hereby authorised to do all such acts and things, to sign and execute all such further documents and to take such steps or other exclusions or other arrangements in relation to the Excluded Shareholders as they may in their absolute discretion deem necessary, appropriate, desirable or expedient to give effect to or in connection with the Open Offer and the Underwriting Agreement (as defined in the Circular) or any of the transactions contemplated thereunder; and

• (d) the Directors be and are hereby authorised to do all such acts and things, to sign and execute all such further documents and to take such steps as the Directors may in their absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Open Offer and the Underwriting Agreement or any transactions contemplated thereunder.”

• “ THAT Dr. Wong Yun Kuen be re-elected as an independent non-executive Director and the board of Directors be authorized to fix his remuneration.”

• “ THAT Mr. Chiu Wai On be re-elected as an independent non-executive Director and the board of Directors be authorized to fix his remuneration.”

By order of the Board Hua Yi Copper Holdings Limited Wong Hin Shek Chairman and Executive Director

Hong Kong, 9 November 2009

Registered Office Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business in Hong Kong: Unit 7, 2nd Floor Kingsford Industrial Centre 13 Wang Hoi Road Kowloon Bay Kowloon Hong Kong

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Notes:

1. A Member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a Member of the Company. In order to be valid, the form of proxy must be deposited with the office of the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong together with any power of attorney or other authority, if any, under which it is signed, or a certified copy of that power or authority, not less than 48 hours before the time for holding the meeting or adjournment thereof.

2. Completion and return of the form of proxy shall not preclude a Member from attending and voting in person at the SGM or on the poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

3. As at the date of this notice, the executive Directors are Mr. Wong Hin Shek and Mr. Chau Lai Him; and the independent non-executive Directors are Dr. Wong Yun Kuen, Mr. Chiu Wai On and Mr. Man Kwok Leung.

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