Kingwell Group Limited — Proxy Solicitation & Information Statement 2009

Jun 9, 2009

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

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

This circular is not and does not constitute an offer of, nor is it intended to invite offers for, shares in or other securities of the Company.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) 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 華藝礦業控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 559)

PLACING OF NEW SHARES UNDER A SPECIFIC MANDATE, REFRESHMENT OF THE SCHEME MANDATE LIMIT, RE-ELECTION OF DIRECTOR AND NOTICE OF SPECIAL GENERAL MEETING

Placing Agent

Terms used in this cover page have the same meanings as defined in this circular.

A notice convening the special general meeting (the “SGM”) to be held at Unit 7, 2nd Floor, Kingsford Industrial Centre, 13 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong at 10:00 a.m. on 25 June 2009 is set out on pages 14 to 15 of this circular. If you are unable to attend the meeting in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the head office and the 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 as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM if you so wish.

9 June 2009

* For identification purpose only

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I	– Details of Director proposed to be re-elected at the SGM . . . . .	13
Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		14

DEFINITIONS

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

“Announcement”	the announcement of the Company dated 26 May 2009
	relating to the Placing
“associate(s)”	has the meaning ascribed to it in the Listing Rules
“Board”	the board of Directors
“Business Day”	a day (other than a Saturday, a Sunday or days on
	which a typhoon signal 8 or above or black rainstorm
	signal is hoisted in Hong Kong at 10:00 a.m.) on which
	banks in Hong Kong are generally open for business
“Company”	Hua Yi Copper Holdings Limited (華藝礦業控股有限
	公司*), an exempt company incorporated in Bermuda
	with limited liability, the issued Shares of which are
	listed on the Main Board of the Stock Exchange
“connected person(s)”	has the meaning given to that term in the Listing
	Rules
“Directors”	directors of the Company
“Group”	the Company and its subsidiaries
“HKSCC”	Hong Kong Securities Clearing Company Limited
“Hong Kong”	Hong Kong Special Administrative Region of the
	People’s Republic of China
“Kingston Securities” or	Kingston Securities Limited, a licensed corporation to
“Placing Agent”	carry on business in type 1 regulated activity (dealing
	in securities) under the Securities and Futures
	Ordinance (Chapter 571 of the Laws of Hong Kong)
“Latest Practicable Date”	8 June 2009, being the latest practicable date prior to
	the printing of this circular for inclusion of certain
	information in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange

• For identification purpose only

– 1 –

DEFINITIONS

“Long Stop Date”	31 August 2009 or such later time or date as may be
	agreed between the Placing Agent and the Company
“Placee(s)”	any individual, institutional or other professional
	investor procured by the Placing Agent to subscribe
	for any of the Placing Shares
“Placing”	the placing of the Placing Shares pursuant to the
	terms of the Placing Agreement
“Placing Agreement”	the agreement entered into between the Company and
	the Placing Agent dated 26 May 2009 in relation to the
	Placing
“Placing Price”	HK$0.20 per Placing Share
“Placing Share(s)”	a maximum of 316,470,000 new Shares to be placed
	pursuant to the terms of the Placing Agreement
“PRC”	The People’s Republic of China which for the purpose
	of this circular shall exclude Hong Kong, the Macau
	Special Administrative Region and Taiwan
“Proposed Refreshment”	The proposed refreshment of the Scheme Mandate
	Limit under the Share Option Scheme
“Scheme Mandate Limit”	The maximum number of Shares which may be
	allotted and issued upon the exercise of all Share
	Options which initially shall not in aggregate exceed
	10 per cent of the Shares in issue as at the date of the
	adoption of the Share Option Scheme and thereafter, if
	refreshed, shall not exceed 10 per cent of the Shares in
	issue as at the date of the refreshed limit by the
	Shareholders
“Share(s)”	ordinary share(s) of HK$0.05 each in issued share
	capital of the Company
“SGM”	the special general meeting of the Company to be
	convened to consider, if thought fit, and approve the
	Placing Agreement and the transactions contemplated
	thereunder, the refreshment of the Scheme Mandate
	Limit and re-election of a Director
“Share Option(s)”	the share option(s) granted or to be granted under the
	Share Option Scheme to subscribe for Share(s) in
	accordance with the Share Option Scheme

– 2 –

DEFINITIONS

“Share Option Scheme” The share option scheme adopted by the Company pursuant to the special general meeting of the Company held on 4 December 2003 “Shareholder(s)” the holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

– 3 –

LETTER FROM THE BOARD

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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)

Executive Directors: Mr. Chau Lai Him (Chairman and Managing Director) Mr. Chu Yuk Kuen

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

Independent non-executive Directors:

Mr. Chung Kam Kwong Mr. Lee Kin Keung Mr. Man Kwok Leung

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

9 June 2009

To the Shareholders

Dear Sir or Madam,

PLACING OF NEW SHARES UNDER A SPECIFIC MANDATE, REFRESHMENT OF THE SCHEME MANDATE LIMIT, RE-ELECTION OF DIRECTOR AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

As announced in the Announcement, the Company entered into the Placing Agreement with the Placing Agent, pursuant to which, the Company conditionally agreed to place, through the Placing Agent, a maximum of 316,470,000 Placing Shares, on a best effort basis, to independent investors at a price of HK$0.20 per Placing Share.

• For identification purpose only

– 4 –

LETTER FROM THE BOARD

The purpose of this circular is to give you further information on the Placing, the refreshment of the Scheme Mandate Limit and the re-election of Director, together with notice convening the SGM.

THE PLACING AGREEMENT

Date

26 May 2009

Issuer

The Company

Placing Agent

The Placing Agent has conditionally agreed, on a best efforts basis and as agent for the Company, to procure subscribers to subscribe a maximum of 316,470,000 Placing Shares at the Placing Price. The Placing Agent will receive a placing commission of 2.5% on the gross proceeds of the actual number of Placing Shares being placed by it. Such placing commission was arrived at after arm’s length negotiations between the Company and the Placing Agent under normal commercial terms and with reference to the prevailing market rate. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as at the Latest Practicable Date, the Placing Agent and its ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons (as defined in the Listing Rules).

Placees

The Placing Agent agreed to place the Placing Shares to not fewer than six Placees who and whose ultimate beneficial owners will be independent of and not be connected persons (as defined in the Listing Rules) of the Company and its connected persons (as defined in the Listing Rules). It is expected that none of the individual Placee will become a substantial Shareholder (as defined in the Listing Rules) immediately after the completion of the Placing.

Placing Price

The Placing Price of HK$0.20 represents:

• (i) a discount of approximately 68.25% to the closing price of HK$0.63 per Share as quoted on the Stock Exchange at the date of the Announcement;

• (ii) a discount of approximately 56.99% to the average of the closing prices per Share of approximately HK$0.465 for the last five consecutive trading days prior to the date of the Announcement;

– 5 –

LETTER FROM THE BOARD

• (iii) a discount of approximately 54.85% to the average of the closing prices per Share of approximately HK$0.443 for the last ten consecutive trading days prior to the date of the Announcement; and

• (iv) a discount of approximately 73.68% to the closing prices of HK$0.76 per Share as quoted on the Stock Exchange as at the Latest Practicable Date.

The Placing Price was determined after arm’s length negotiation between the Company and the Placing Agent on the date of the Placing Agreement with reference to the prevailing market price of the Share. The Directors consider that the terms of the Placing are fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole.

Placing Shares

The maximum number of 316,470,000 Placing Shares (with aggregate nominal value of approximately HK$15.82 million) represent approximately 94.70% of the existing issued share capital of the Company of 334,171,300 Shares in issue as at the Latest Practicable Date and approximately 48.64% of the Company’s issued share capital of 650,641,300 Shares as enlarged by the Placing.

The Placing Shares will be allotted and issued under a specific mandate to be obtained at the SGM. The Placing Shares will, when fully paid, be allotted and issued in accordance with the bye-laws of the Company and with the relevant rules and regulations applicable to the Company in Hong Kong and Bermuda and will, upon allotment and issue, be free from all liens, charges, encumbrances or third party rights of whatsoever nature and together with all rights attaching thereto at completion of the Placing and thereafter.

The Placing Shares will rank, upon issue, pari passu in all respects with the Shares in issue on the date of allotment and issue of the Placing Shares.

Conditions Precedent

Completion of the Placing is conditional upon:

• (a) the Listing Committee of the Stock Exchange granting or agreeing to grant (subject to allotment and/or despatch of certificates for the Placing Shares) the listing of, and permission to deal in the Placing Shares;

• (b) the passing of a necessary resolution by the Shareholders to approve the allotment, issue and dealing with the Placing Shares at the SGM; and

• (c) the obligations of the Placing Agent under this Placing Agreement becoming unconditional and not being terminated in accordance with the terms hereof, including provisions regarding force majeure event.

– 6 –

LETTER FROM THE BOARD

If any of the above conditions are not fulfilled prior to 10:00 a.m. of the Long Stop Date or such later time or date as may be agreed between the Placing Agent and the Company, the Placing Agreement shall terminate and subject to terms of the Placing Agreement, neither party shall have any claim against the other for any costs or losses (save for any antecedent breaches of the Placing Agreement).

Termination and force majeure

The Placing Agreement may be terminated by the Placing Agent if at any time at or before 10:00 a.m. on the date of completion of the Placing Agreement, there occurs:

• (i) the introduction of any new laws or regulations or any change in existing laws or regulations (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may, in the absolute opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or

• (ii) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before and/or after the date hereof) of a political, military, financial, economic, currency (including a change in the system under which the value of the Hong Kong currency is linked to the currency of the United States of America) or other nature (whether or not sui generis with any of the foregoing), or in the nature of any local, national, international outbreak or escalation of hostilities or armed conflict, or affecting local securities market or the occurrence of any combination of circumstances (inclusive of pandemics and epidemics) which may, in the absolute opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or adversely prejudices the success of the Placing or otherwise makes it inexpedient or inadvisable for the Company or the Placing Agent to proceed with the Placing; or

• (iii) any change in market conditions or combination of circumstances in Hong Kong (including without limitation suspension or material restriction or trading in securities) occurs which affect the success of the Placing (such success being the placing of the Placing Shares to potential investor(s)) or otherwise in the absolute opinion of the Placing Agent makes it inexpedient or inadvisable or inappropriate for the Company or the Placing Agent to proceed with the Placing.

Completion of the Placing

Completion of the Placing, in any event, will take place within four Business Days after the fulfilment of the conditions as set out in the Placing Agreement but not later than the Long Stop Date or such later date to be agreed between the Company and the Placing Agent.

– 7 –

LETTER FROM THE BOARD

Completion of the Placing is subject to the satisfaction of the conditions precedent in the Placing Agreement. As the Placing may or may not proceed and is subject to Shareholders’ approval, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

Listing

Application will be made by the Company to the Listing Committee of the Stock Exchange for the grant of the listing of, and permission to deal in, the Placing Shares.

REASONS FOR THE PLACING AND USE OF PROCEEDS

The Group is principally engaged in the manufacture and trading of cables, wires and copper wires in the PRC.

As noted from the interim report of the Company for the six months period ended 31 December 2008 that the Company had recorded a decrease of approximately 68.5% in bank and cash balance from approximately HK$147.4 million as at 30 June 2008 to approximately HK$46.5 million as at 31 December 2008. Following the placing of new Shares and the top-up placing and top-up subscription as announced on 10 December 2008 and 11 May 2009 respectively, the bank and cash balance was improved by approximately HK$42.5 million. However, given the adverse global economic condition which will undermine the demand in the copper wires and cable market and the uncertainty in the extent of further increase in the cost of the raw materials and other production costs of the Group, the Directors are of the view that a stronger financial position is essential to the Group to encounter the challenge in the operation of the Group during such difficult period of time.

The maximum gross proceeds from the Placing will be approximately HK$63.29 million. The maximum aggregate net proceeds of approximately HK$61.43 million from the Placing is intended to be used for general working capital of the Company, particularly, to develop the manufacturing and trading business of cable and wires and maintain the competitiveness of the Group in the industry. The net price to be raised per Share upon completion of the Placing will be approximately HK$0.194 per Share.

The Directors consider that the Placing Agreement represents an opportunity to raise capital for the Company while broadening the Shareholder base and capital base of the Company. Accordingly, the Directors consider the Placing Agreement is in the interests of the Company and the Shareholders as a whole.

– 8 –

LETTER FROM THE BOARD

EFFECT ON SHAREHOLDING STRUCTURE

The existing shareholding structure of the Company and the effect on the shareholding structure of the Company upon completion of the Placing are set out as below:

Intense Rise Holdings Limited (Note 1) Mr. Chau Lai Him (Note 2) Mr. Chu Yuk Kuen (Note 3) Public Shareholders The Placees Other public Shareholders	As at the Latest Practicable Date Number of Shares Approximate % of shareholding 80,426,375 24.07 10,000 0.01 2,810,000 0.84 – – 250,924,925 75.08 334,171,300 100.00	Upon completion of the Placing Number of Shares Approximate % of shareholding 80,426,375 12.36 10,000 0.01 2,810,000 0.43 316,470,000 48.64 250,924,925 38.56 650,641,300 100.00	Upon completion of the Placing Number of Shares Approximate % of shareholding 80,426,375 12.36 10,000 0.01 2,810,000 0.43 316,470,000 48.64 250,924,925 38.56 650,641,300 100.00
			100.00

Notes:

• (1) It is a company incorporated under the laws of the British Virgin Islands. It is beneficially owned by Mr. Wong Hin Shek.

• (2) Mr. Chau Lai Him is the Chairman and Managing Director.

• (3) Mr. Chu Yuk Kuen is the executive Director.

FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS OF THE COMPANY

Save as disclosed below, the Company has not conducted any fund raising activities in the past twelve months before the date of the Announcement:

• Intended use of

• Date of Net proceeds proceeds as Actual use of announcement Event (approximately) announced proceeds 10 December 2008 Placing of new HK$30.3 Intended to be retained as general Shares million utilized as working capital general working of the Group capital of the Group

• 11 May 2009 Top-up placing HK$12.2 Intended to be retained as general and top-up million utilized as working capital subscription general working of the Group capital of the Group

– 9 –

LETTER FROM THE BOARD

REFRESHMENT OF THE SCHEME MANDATE LIMIT

The Company adopted the Share Option Scheme on 4 December 2003, pursuant to which the Directors were authorised to grant to the Eligible Participant (as defined in the Share Option Scheme) in the Company.

The number of Shares subject to the existing Scheme Mandate Limit under the Share Option Scheme is 17,706,130 Shares, representing 10% of the total number of shares in issue as at the date of the annual general meeting held on 24 November 2008 when the Scheme Mandate Limit was last refreshed, and after adjusting for a share consolidation of every 5 shares of HK$0.01 each into 1 share of HK$0.05 each pursuant to the resolutions passed by the Shareholders at the special general meeting held on 15 December 2008. As at the Latest Practicable Date, Share Options to subscribe for an aggregate of 17,700,000 Shares have been granted and exercised, representing approximately 99.97% of the existing Scheme Mandate Limit.

The Scheme Mandate Limit may be “refreshed” by the approval of the Shareholders and the “refreshed” Scheme Mandate Limit must not exceed 10% of the issued share capital of the Company as at the date of the approval. Share Options previously granted under the Share Option Scheme and other share option schemes of the Company (including options outstanding, cancelled, exercised or lapsed in accordance with the terms of the Share Option Scheme or any other share option schemes of the Group) shall not be counted for the purposes of calculating the “refreshed” Scheme Mandate Limit. The Directors therefore propose that the Scheme Mandate Limit be refreshed so as to provide incentive to the employees of the Company and the Eligible Participants, and the refreshment of the Scheme Mandate Limit will be subject to the approval of the Shareholders at the forthcoming SGM.

Based on the existing issued share capital of 334,171,300 Shares of the Company as at the Latest Practicable Date, the number of Shares under the Scheme Mandate Limit to be refreshed will be 33,417,130 Shares, being 10% of the issued share capital of the Company. As at the Latest Practicable Date, there is no outstanding options. Assuming that the Proposed Refreshment is approved at the forthcoming SGM based on the 334,171,300 Shares in issued as at the Latest Practicable Date and assuming no further Shares are issued and no Shares are repurchased after the Latest Practicable Date and up to the date of the SGM, then taking into account the additional 33,417,130 Shares subject to the Scheme Mandate Limit (as refreshed), the aggregate of the number of Shares that may be issued under the Share Options to be granted under the Scheme Mandate Limit (as refreshed) will be 33,417,130 Shares representing approximately 10% of the existing issued share capital of 334,171,300 Shares of the Company as at the Latest Practicable Date, which is within the 30% scheme limit of the Share Option Scheme as prescribed under the Share Option Scheme and the Listing Rules.

As required by the Listing Rules and the Share Option Scheme, an ordinary resolution will be proposed at the SGM to approve the Proposed Refreshment.

– 10 –

LETTER FROM THE BOARD

The adoption of the Proposed Refreshment is conditional upon:

• (a) the Shareholders passing of a resolution to approve the Proposed Refreshment at the SGM; and

• (b) the Stock Exchange granting the approval for the listing of, and the permission to deal in the Shares to be issued pursuant to the exercise of any Share Options that may be granted pursuant to the Share Option Scheme under the Proposed Refreshment not exceeding 10% of the number of Shares in issue as at the date of the approval of the Proposed Refreshment by the Shareholders.

Application will be made to the Stock Exchange for the listing of, and the permission to deal in the Shares to be issued under the Proposed Refreshment.

RE-ELECTION OF DIRECTOR

Pursuant to bye-laws 86(2) of the Company, the independent non-executive Director, Mr. Man Kwok Leung, will hold office until the forthcoming general meeting of the Company and being eligible, will offer himself for re-election. Details of the Director proposed to be re-elected at the SGM are set out in Appendix I of this circular.

SGM

There is set out on pages 14 to 15 of this circular a notice convening the SGM to be held at 10:00 a.m. on 25 June 2009 at Unit 7, 2nd Floor, Kingsford Industrial Centre, 13 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong, at which ordinary resolutions will be proposed to consider and, if thought fit, to approve the Placing, refreshment of the Scheme Mandate Limit and re-election of Director.

A form of proxy for use at the SGM is enclosed. If you are not able to attend the SGM in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the head office and the principal place of the Company in Hong Kong at Unit 7, 2nd Floor, Kingsford Industrial Centre, 13 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the SGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM should you so wish.

The voting of the Shareholders at the SGM must be taken by way of poll. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, no Shareholder is required to abstain from voting at the SGM.

Shareholders and potential investors should note that the Placing is subject to conditions under the Placing Agreement to be fulfilled. As the Placing may or may not proceed, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

– 11 –

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts not contained herein the omission of which would make any statement herein misleading.

RECOMMENDATION

The Directors consider the terms of the Placing are fair and reasonable and the Placing, the refreshment of the Scheme Mandate Limit and the re-election of Director are in the interests of the Company and the Shareholders as a whole. They recommend Shareholders to vote in favour of the resolutions proposed at the SGM.

Yours faithfully, For and on behalf of the Board of Hua Yi Copper Holdings Limited Chau Lai Him

Chairman and Managing Director

– 12 –

APPENDIX I

DETAILS OF DIRECTOR PROPOSED TO BE RE-ELECTED AT THE SGM

Mr. Man Kwok Leung, aged 62, appointed as an independent non-executive Director on 21 May 2009. He is a solicitor of the High Court of Hong Kong and a civil celebrant of marriages. Mr. Man has extensive experience in the legal practice. He had been appointed by Xinhua News Agency as a district advisor from 1995 to 1997. He is currently appointed as a director of Apleichau Kai Fong Primary School, the deputy chairman of Apleichau Kai Fong Welfare Association, the secretary of Apleichau Promotion of Tourism Association and the honorary legal advisor of Junior Police Officers’ Association.

Mr. Man is also an independent non-executive director of Climax International Company Limited (Stock code: 439) and Kong Sun Holdings Limited (Stock code: 295).

Save as disclosed above, Mr. Man does not hold any other position with the Company or its subsidiaries, nor has he held any directorship in other public listed companies in the past three years. He does not have any relationship with other directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Man does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Man was disciplined by The Law Society of Hong Kong in 2000. He was censured, ordered to bear the costs of the disciplinary proceedings on a full indemnity basis and ordered to pay the following fines:

• (a) HK$12,000 for failing to deliver to a client within 7 days of receiving her instructions to act for her in a criminal case a letter confirming her instructions, his costs, counsel’s fees and setting out various matters that needed to be drawn to her attention in respect of the criminal case.

• (b) HK$8,000 for acting in a manner which compromised or impaired or was likely to compromise or impair his own reputation or the reputation of the profession in handing to his client on 31 May 1999 a letter dated back to 29 December 1998.

• (c) HK$25,000 for failing to keep properly written up books, ledgers and accounts as may be necessary during the period from 1 July 1998 to 3 August 1999.

There is no service contract entered into between Mr. Man and the Company in relation to his appointment as an independent non-executive director of the Company. The emolument of Mr. Man will be determined by the Board with reference to his position, his level of responsibilities, remuneration policy of the Company and prevailing market conditions. Mr. Man has no fixed term of service with the Company but he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the bye-laws of the Company.

Save as disclosed above, there is no further information relating to Mr. Man that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of the Securities on the Stock Exchange of Hong Kong Limited (the “Listing Rules”), nor there are other matters relating to the appointment of Mr. Man that need to be brought to the attention of the shareholders of the Company.

– 13 –

NOTICE OF SGM

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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)

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 purpose only

– 14 –

NOTICE OF SGM

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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