Kingwell Group Limited — Proxy Solicitation & Information Statement 2009

Jun 9, 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 of Hua Yi Copper Holdings Limited (the “ Company ”) will be held at Unit 7, 2nd Floor, Kingsford Industrial Centre, 13 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong on 25 June 2009 at 10:00 a.m. for the purpose of considering and, if thought fit, with or without modification, passing the following resolutions as an ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT

2. (a) the placing agreement (the “ Placing Agreement ”) dated 26 May 2009 entered into between the Company as issuer and Kingston Securities Limited as placing agent in relation to the placing of a maximum of 316,470,000 new shares (the “ Placing Shares ”) of HK$0.05 each in the share capital of the Company at a placing price of HK$0.20 per Placing Share, a copy of which is produced to the Meeting marked “A” and signed by the Chairman of the Meeting for the purpose of identification, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

3. (b) conditional upon, among others, the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of, and permission to deal in, the Placing Shares, the allotment and issue of the Placing Shares to the relevant placees pursuant to the Placing Agreement be and is hereby approved; and

4. (c) any director of the Company (the “ Director ”) be and is hereby authorised to do all such things and acts as he/she may in his/her discretion consider as necessary, expedient or desirable for the purpose of or in connection with the implementation of the Placing Agreement and the transactions contemplated thereunder.”

* For identification purposes only

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1. “ THAT subject to and conditional upon the Listing Committee of the Stock Exchange granting approval of the listing of, and permission to deal in, Shares in the share capital of the Company to be issued pursuant to the exercise of the options which may be granted under the Refreshed Scheme Limit (as hereinafter defined), the refreshment of the general scheme limit of the existing share option scheme of the Company adopted on 4 December 2003 up to 10% of the total number of Shares in issue as at the date of passing of this resolution (“ Refreshed Scheme Limit ”) be and is hereby approved and any Director be and is hereby authorised to do all such acts and execute such document(s) to effect the Refreshed Scheme Limit”.

2. To re-elect Mr. Man Kwok Leung as independent non-executive Director and to authorise the board of Directors to fix his remuneration.

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

Hong Kong, 9 June 2009

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 head office and principal place of business of the Company in Hong Kong at Unit 7, 2nd Floor, Kingsford Industrial Centre, 13 Wang Hoi Road, Kowloon Bay, Kowloon, 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. The Directors as at the date of this notice are Messrs. Chau Lai Him and Chu Yuk Kuen being the Executive Directors and Messrs. Chung Kam Kwong, Lee Kin Keung and Man Kwok Leung being the Independent Non-Executive Directors.

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