Kingwell Group Limited — Proxy Solicitation & Information Statement 2009

Jun 9, 2009

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 559)

FORM OF PROXY FOR THE SPECIAL GENERAL MEETING

I/We[1]

of

being the registered holder(s) of[2] of HUA YI COPPER HOLDINGS LIMITED (the “Company”), HEREBY APPOINT[3]

ordinary shares of HK$0.05 each in the share capital

of

or failing him, the Chairman of the Meeting as my/our proxy to attend and vote for me/us and on my/our behalf at the Special General Meeting of the Company to be held at No. 7, 2nd Floor, Kingsford Industrial Centre, 13 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong on 25 June 2009 at 10:00 a.m. and at any adjournment thereof for the purpose of considering and, if though fit, passing the resolutions set out in the notice convening the said meeting (the “SGM Notice”) and to vote for me/us in my/our name(s) in respect of the said resolutions as indicated below:

	ORDINARY RESOLUTIONS		FOR4		AGAINST4
1.	To approve the placing of 316,470,000 new shares of the Company (the
	“Placing Shares”) pursuant to the placing agreement dated 26 May
	2009 and the grant of the specific mandate to the directors of the
	Company for the issue of the Placing Shares
2.	To refresh the scheme mandate limit
3.	To re-elect Mr. Man Kwok Leung as independent non-executive
	director of the Company and to authorise the board of directors to fix
	his remuneration

Date this day of 2009 Signature(s)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.

2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. Insert in BLOCK CAPITALS the name and address of the proxy desired in the space provided. If no name is inserted, the Chairman of the meeting will act as your proxy. Any member entitled to attend and vote at the meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST” . Failure to complete the box will entitle your proxy to cast his/her vote at his/her discretion.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation must be either executed under its common seal or under the hand of an officer or attorney duly authorised.

6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members.

7. To be valid, this form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, must be deposited at the head office and principal place of business of the Company 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.

8. Completion and deposit of this form of proxy will not preclude you from attending and voting at the meeting if you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

9. Any alteration made in this form should be initialled.

10. For identification purposes only