Kingwell Group Limited — Proxy Solicitation & Information Statement 2010

Mar 15, 2010

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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)

REFRESHMENT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES; REFRESHMENT OF THE SCHEME MANDATE LIMIT AND

NOTICE OF SPECIAL GENERAL MEETING

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

Grand Vinco Capital Limited

(A wholly-owned subsidiary of Vinco Financial Group Limited)

A letter from the Independent Board Committee is set out on page 10 of this circular and a letter from Vinco Capital to the Independent Board Committee and the Independent Shareholders is set out on pages 11 to 17 of this circular.

A notice convening the SGM of the Company to be held at Unit 7, 2nd Floor, Kingsford Industrial Centre, 13 Wang Hoi Road, Kowloon, Hong Kong on Thursday, 1 April 2010 at 11: 00 a.m. is set out on pages 21 to 24 of this circular.

A form of proxy for the SGM is also enclosed with this circular. If you are not able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.

• for identification purposes only

15 March 2010

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from	the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Letter from	Vinco Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Appendix I	— Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		21

– i –

DEFINITIONS

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

‘‘AGM’’ The 2009 annual general meeting of the Company held on 23 December 2009;

• ‘‘associate(s)’’ has the meaning ascribed thereto in the Listing Rules;

• ‘‘Board’’ the board of directors of the Company;

• ‘‘Bye-laws’’ The bye-laws of the Company; ‘‘Company’’ Hua Yi Copper Holdings Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the main board of the Stock Exchange (stock code: 559);

• ‘‘Connected Person(s)’’ has the meaning as defined in the Listing Rules; ‘‘Director(s)’’ the director(s) of the Company;

• ‘‘Existing General the general mandate to issue up to 390,384,780 new Shares Mandate’’ granted by the Shareholders to the Directors at the AGM held on 23 December 2009, representing 20% of the then issued share capital of the Company;

• ‘‘Group’’ the Company and its subsidiaries;

• ‘‘Hong Kong’’ Hong Kong Special Administrative Region of the People’s Republic of China;

• ‘‘Independent Board The independent board committee comprises all the three Committee’’ independent non-executive Directors, namely Mr. Chiu Wai On, Mr. Man Kwok Leung and Dr. Wong Yun Kuen, to advise the Independent Shareholders in respect of the Refreshment of General Mandate;

• ‘‘Independent any Shareholders other than the controlling Shareholder(s) and Shareholders’’ their associates or, if there is no controlling Shareholders, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates;

• ‘‘Intense Rise’’ Intense Rise Holdings Limited, a company incorporated in the British Virgin Islands with limited liability and is wholly owned by Mr. Wong Hin Shek, an executive Director;

– 1 –

DEFINITIONS

• ‘‘Issue Mandate’’ the general mandate proposed to be sought at the SGM to authorize the Directors to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of approval of the mandate;

• ‘‘Latest Practicable 11 March 2010, being the latest practicable date prior to the Date’’ printing of this circular for ascertaining certain information contained in this circular;

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange;

• ‘‘Refreshment of the proposed refreshment of the Existing General Mandate and General Mandate’’ grant of the Issue Mandate;

• ‘‘Repurchase Mandate’’ the repurchase mandate proposed to be granted to the Directors to exercise the powers of the Company to repurchase up to a maximum of 10% of the issued share capital of the Company as at the date of passing of the relevant resolution granting such mandate;

• ‘‘Scheme Mandate The maximum number of Shares which may be allotted and Limit’’ 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;

• ‘‘SFO’’ Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong;

• ‘‘SGM’’ the special general meeting of the Company to be held on 1 April 2010 for the purpose of considering and, if thought fit, approving the Refreshment of General Mandate, the grant of the Repurchase Mandate and the refreshment of the Scheme Mandate Limit;

• ‘‘Share(s)’’ ordinary share(s) of HK$0.05 each in the capital of the Company;

• ‘‘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;

• ‘‘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;

– 2 –

DEFINITIONS

‘‘Shareholder(s)’’

holder(s) of the Shares;

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited;

• ‘‘Takeovers Code’’ Hong Kong Code on Takeovers and Mergers;

‘‘Vinco Capital’’ Grand Vinco Capital Limited, a wholly-owned subsidiary of Vinco Financial Group Limited (stock code: 8340), a licensed corporation to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO and the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Refreshment of General Mandate;

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong; and ‘‘%’’ 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. Wong Hin Shek (Chairman) Mr. Chi Chi Hung Kenneth (Chief Executive Officer)

Independent non-executive Directors: Mr. Chiu Wai On Mr. Man Kwok Leung Dr. Wong Yun Kuen

Principal place of business: Unit 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

15 March 2010

To the Shareholders

Dear Sir/Madam,

REFRESHMENT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES; REFRESHMENT OF THE SCHEME MANDATE LIMIT AND

NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information relating to (i) the Refreshment of General Mandate, (ii) the proposed grant of Repurchase Mandate; (iii) the proposed refreshment of the Scheme Mandate Limit; (iv) the recommendation of the Independent Board Committee to the Independent Shareholders in respect of the Refreshment of General Mandate; (v) a letter of advice from the independent financial advisor, Vinco Capital, setting out, among other things, its recommendation to the Independent Board Committee and the Independent Shareholders in respect of the Refreshment of General Mandate; and (vi) the notice of the SGM to be convened and

• for identification purposes only

– 4 –

LETTER FROM THE BOARD

held for the purpose of considering and, it thought fit, approving the resolutions to implement the proposal for the Refreshment of General Mandate, the proposed grant of Repurchase Mandate and the refreshment of the Scheme Mandate Limit.

REFRESHMENT OF GENERAL MANDATE TO ISSUE NEW SHARES

At the AGM of the Company held on 23 December 2009, the Shareholders approved, among other things, an ordinary resolution (i) to grant to the Directors the Existing General Mandate to allot up to 390,384,780 Shares, representing 20% of the then issued share capital of the Company and (ii) to repurchase up to 195,192,390 Shares on the Stock Exchange, representing 10% of the then issued share capital of the Company.

During the period from the granting of the Existing General Mandate to the Latest Practical Date, the Existing General Mandate had been utilized as to 390,000,000 Shares (approximately 99.90% of the Existing General Mandate of 390,384,780 Shares) following the completion of the placing of 390,000,000 new Shares under the Existing General Mandate as set out in the announcement of the Company dated 14 January 2010.

The Board would like to provide flexibility for the Company to raise further funds and/ or to procure potential merger and acquisition opportunities through equity financing for its future business development. Given that equity financing (i) does not incur any interest paying obligations on the Group as compared with bank financing and (ii) is less costly and time-consuming than raising funds by way of rights issue or open offer, the Board proposed the Refreshment of General Mandate for the Directors to allot, issue and deal with new Shares with aggregate nominal amount of the issued share capital of the Company as at the date of the SGM. The Issue Mandate is proposed to the Shareholders prior to the Company’s next annual general meeting and therefore, under Rule 13.36(4) of the Listing Rules, the Refreshment of General Mandate will be subject to the Independent Shareholders’ approval at the SGM.

As at the Latest Practical Date, a total of 2,341,923,900 Shares are in issue. Subject to the passing of the proposed resolution for the Refreshment of General Mandate and on the basis that no Shares will be issued or repurchased by the Company prior to the SGM, the Directors will be authorised to issue up to a maximum of 468,384,780 Shares pursuant to the Issue Mandate.

The Independent Board Committee, comprising Mr. Chiu Wai On, Mr. Man Kwok Leung and Dr. Wong Yun Kuen, all being the independent non-executive Directors, has been formed to consider the Refreshment of General Mandate. Vinco Capital has been appointed as the independent financial advisor of the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the Refreshment of General Mandate.

The text of the letter from the Independent Board Committee is set out on page 10 of this circular and the text of the letter from Vinco Capital containing its advice is set out on pages 11 to 17 of this circular.

– 5 –

LETTER FROM THE BOARD

The Issue Mandate will, if granted, remain effective until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the date by which the next general meeting is required to be held; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

Save as disclosed below, the Company has not conducted any fund raising activities since the AGM of the Company held on 23 December 2009 and up to the Latest Practicable Date:

			Intended use of
Date of initial			net proceeds as	Actual use of
announcement	Fund raising activities	Net proceeds	announced	net proceeds
14 January 2010	Placing of 390,000,000	Approximately	General working	Retained as general
	new Shares at a	HK$49.6 million	capital of the	working capital at
	placing price of		Group	the banks of the
	HK$0.l31 per Share			Group
	under the general
	mandate
19 October 2009	Open offer of	Approximately	General working	Retained as general
	1,301,282,600 new	HK$190.0	capital and future	working capital at
	Shares at a	million	business	the banks of the
	subscription price of		development of	Group
	HK$0.15 per Share		the Group

PROPOSED GRANT OF REPURCHASE MANDATE

The Repurchase Mandate shall be effective until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general of the Company is required by the Bye-laws of the Company, or any applicable laws of Bermuda to be held; or

• (c) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors.

Under the Listing Rules, the Company is required to give the Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution to grant the Repurchase Mandate to the Directors. An explanatory statement has been included in the appendix of this circular.

The Board proposed to seek from the Shareholders for the grant of Repurchase Mandate to the Directors at the SGM. Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and in accordance with the terms therein, the Directors will be authorised to repurchase up to a maximum

– 6 –

LETTER FROM THE BOARD

of 234,192,390 Shares, representing 10% of the entire issued Shares as at the date of passing the relevant resolution on the basis that no further Shares will be issued and/or repurchased by the Company between the Latest Practicable Date and the date of the SGM.

REFRESHMENT OF THE SCHEME MANDATE LIMIT

The Board also proposes to seek the approval of the Shareholders to refresh the 10% scheme mandate limit of the Share Option Scheme. Under the current limit of the Share Option Scheme, the Directors were authorised to grant options to subscribe for up to 195,192,390 Shares, representing 10% of the issued share capital of the Company as at the date of the AGM of the Company held on 23 December 2009 at which the Scheme Mandate Limit of the Share Option Scheme was approved. Since the approval of the Scheme Mandate Limit on 23 December 2009 and up to the Latest Practicable Date, the Company has granted options to subscribe for a total of 195,190,000 Shares under the Share Option Scheme. As at the Latest Practicable Date, there are 195,190,000 outstanding Share Options under the Share Option Scheme.

In order to provide the Company with greater flexibility in granting share options to eligible persons (including employees, directors and consultants) of the Company under the Share Option Scheme as incentives to rewarding their contribution to the Company, the Board decided to seek the approval of the Shareholders to refresh the Scheme Mandate Limit of the Share Option Scheme at the SGM. The Directors consider that such refreshment of the Scheme Mandate Limit of the Share Option Scheme is in the interests of the Company and the Shareholders as a whole.

Based on 2,341,923,900 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are repurchased or issued and no Share Options are being granted nor exercised prior to the SGM, upon the approval of the refreshment of the Scheme Mandate Limit of the Share Option Scheme, the Directors will be authorised to issue options to subscribe for a total of 234,192,390 Shares, representing 10% of the total number of Shares in issue as at the Latest Practicable Date.

The aggregate number of Shares which may be issued upon the exercise of all outstanding Share Options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company has not exceeded 30% of the Shares in issue as at the Latest Practicable Date. Save for the Share Option Scheme, the Company has no other share option schemes as at the Latest Practicable Date.

The refreshment of the scheme mandate limit is conditional upon:

• (a) the Shareholders’ approval at the SGM; and

• (b) the Stock Exchange granting approval for the listing of and permission to deal in the Shares to be issued pursuant to the exercise of any Share Options granted under the refreshed limit of the Share Option Scheme.

– 7 –

LETTER FROM THE BOARD

An application will be made by the Company to the Listing Committee of the Stock Exchange for obtaining the approval mentioned in paragraph (b) above.

SPECIAL GENERAL MEETING

A notice convening the SGM is set out on pages 21 to 24 of this circular. The SGM will be convened for the purpose of considering and, if thought fit, passing the resolutions to approve the Refreshment of General Mandate, the proposed grant of the Repurchase Mandate, and the refreshment of the Scheme Mandate Limit.

Pursuant to Rule 13.36(4)(a) of the Listing Rules, any controlling Shareholders and their associates, or where there is no controlling Shareholders, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates, shall abstain from voting in favor of the relevant resolution to approve the Refreshment of General Mandate at the SGM. As at the Latest Practicable Date, the Company had no controlling Shareholder and 241,279,125 Shares, representing approximately 10.30% of the entire issued Shares, were held by Intense Rise, a company wholly owned by Mr. Wong Hin Shek, an executive Director. Mr. Wong Hin Shek and his associates are required to abstain from voting in favor of the relevant resolution to approve the Refreshment of General Mandate at the SGM.

A form of proxy for use at the SGM is sent to the Shareholders together with this circular. Whether or not the Shareholders are able to attend the SGM, the Shareholders are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time for holding of the SGM or adjournment thereof. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting at the SGM or any adjourned meeting thereof should the Shareholders so wish.

INDEPENDENT BOARD COMMITTEE

The Independent Board Committee which comprises Mr. Chiu Wai On, Mr. Man Kwok Leung and Dr. Wong Yun Kuen, all being the independent non-executive Directors, has been established to advise the Independent Shareholders on the Refreshment of General Mandate.

Vinco Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Refreshment of General Mandate. The Independent Board Committee and the Directors, having taken into account the advice of Vinco Capital, consider that the Refreshment of General Mandate are in the interests of the Company and the Shareholders as a whole and is fair and reasonable so far as the Independent Shareholders are concerned and accordingly recommend the Independent Shareholders to vote in favour of the ordinary resolutions which will be proposed at the SGM for approving the Refreshment of General Mandate.

– 8 –

LETTER FROM THE BOARD

GENERAL INFORMATION

Your attention is drawn to the letter from Vinco Capital set out on pages 11 to 17 of this circular which contains its advice to the Independent Board Committee and the Independent Shareholders in connection with the Refreshment of General Mandate and the letter from the Independent Board Committee set out on page 10 of this circular which contains its recommendation to the Independent Shareholders in relation to the Refreshment of General Mandate. The Independent Board Committee, having taken into account the advice of Vinco Capital in relation to the Refreshment of General Mandate, is of the opinion that the Refreshment of General Mandate are in the interests of the Company and the Shareholders as a whole and is fair and reasonable so far as the Independent Shareholders are concerned.

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 the omission of which would make any statement herein misleading.

RECOMMENDATION

The Directors consider that the proposed Refreshment of General Mandate, the proposed grant of the Repurchase Mandate and the refreshment of the Scheme Mandate Limit are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favor of the relevant resolutions to be proposed at the SGM.

Yours faithfully, For and on behalf of the Board Hua Yi Copper Holdings Limited Wong Hin Shek

Chairman and Executive Director

– 9 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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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)

15 March 2010

To the Independent Shareholders

Dear Sir or Madam,

REFRESHMENT OF GENERAL MANDATE TO ISSUE NEW SHARES

We refer to the circular of the Company to the Shareholders dated 15 March 2010 (the ‘‘Circular’’), of which this letter forms part. Terms defined herein shall have the same meanings as defined in the Circular unless the context otherwise requires.

We have been appointed by the Board to advise the Independent Shareholders as to whether the terms of the Refreshment of General Mandate are fair and reasonable so far as the Independent Shareholders are concerned. Vinco Capital has been appointed as the independent financial adviser to advise us and the Independent Shareholders in this respect. Details of its advice, together with the principal factors and reasons taken into account in arriving at such advice, are set out in their letter of advice on pages 11 to 17 of the Circular.

Having considered the advice of Vinco Capital, we consider that the Refreshment of General Mandate are fair and reasonable so far as the Independent Shareholders are concerned and the Refreshment of General Mandate are in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the resolutions to be proposed at the SGM to approve the Refreshment of General Mandate.

Yours faithfully,

Independent Board Committee Chiu Wai On Man Kwok Leung Wong Yun Kuen Independent Non-executive Independent Non-executive Independent Non-executive Director Director Director

• for identification purposes only

– 10 –

LETTER FROM VINCO CAPITAL

The following is the text of a letter of advice from Vinco Capital to the Independent Board Committee and the Independent Shareholders in connection with the Refreshment of General Mandate, which has been prepared for the purpose of incorporation in this circular.

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Grand Vinco Capital Limited Units 4909–4910, 49/F., The Center 99 Queen’s Road Central, Hong Kong

15 March 2010

• To the Independent Board Committee and the Independent Shareholders of Hua Yi Copper Holdings Limited

Dear Sirs,

REFRESHMENT OF GENERAL MANDATE TO ISSUE NEW SHARES

INTRODUCTION

We refer to our engagement as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in connection with the Refreshment of General Mandate, details of which are set out in the section headed ‘‘Letter from the Board’’ in the circular (‘‘Circular’’) issued by the Company to the Shareholders dated 15 March 2010 of which this letter forms part. Capitalised terms used in this letter shall have the same meanings ascribed to them in the Circular unless the context otherwise requires.

On 14 January 2010, the Company and the placing agent entered into a placing agreement pursuant to which 390,000,000 new Shares were issued under the Existing General Mandate. After the completion of the placing on 21 January 2010, the Existing General Mandate has been substantially utilised and only 384,780 Shares are allowed to allot and issue under the Existing General Mandate (representing approximately 0.10% of the Shares that are allowed to be allotted and issued under the Existing General Mandate. In order to provide the flexibility for the Company to raise further capital to finance future investments and/or for future business development, the Board proposed to refresh the Existing General Mandate for the Directors to issue and allot new Shares not exceeding 20% of the issued share capital of the Company at the date of SGM.

In accordance with Rule 13.36(4) of the Listing Rules, the Refreshment of General Mandate requires the approval of the Independent Shareholders by way of poll at the SGM, at which any controlling Shareholders and their associates, or where there are no controlling Shareholders, the Directors (excluding independent non-executive Directors) and the chief executives of the Company and their respective associates shall abstain from voting in favour of the resolution approving the Refreshment of General Mandate. As at

– 11 –

LETTER FROM VINCO CAPITAL

the Latest Practicable Date, save for Mr. Wong Hin Shek, an executive Director, who was indirectly interested in 241,279,125 Shares (representing approximately 10.30% of the issued share capital of the Company) through his wholly-owned company, namely Intense Rise, no other executive Directors or chief executive of the Company or their respective associates were interested in any Shares. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, the Company does not have any controlling Shareholders and Mr. Wong Hin Shek and his respective associates are thus required to abstain from voting in favour of the relevant resolution approving the Refreshment of General Mandate at the SGM.

The Independent Board Committee, comprising Mr. Chiu Wai On, Mr. Man Kowk Leung, and Dr. Wong Yun Kuen, all being the independent non-executive Directors, has been formed to advise the Independent Shareholders as to whether the Refreshment of General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and whether the Refreshment of General Mandate is in the interests of the Company and the Independent Shareholders as a whole.

BASIS OF OUR OPINION AND RECOMMENDATION

In forming our opinion and recommendation, we have relied on the information, facts and representations contained or referred to in the Circular and the information, facts and representations provided by, and the opinions expressed by the Directors, management of the Company and its subsidiaries. We have assumed that all information, facts, opinions and representations made or referred to in the Circular were true, accurate and complete at the time they were made and continued to be true, accurate and complete as at the date of the Circular and that all expectations and intentions of the Directors, management of the Company and its subsidiaries, will be met or carried out as the case may be. We have no reason to doubt the truth, accuracy and completeness of the information, facts, opinions and representations provided to us by the Directors, management of the Company and its subsidiaries. The Directors have confirmed to us that no material facts have been omitted from the information supplied and opinions expressed. We have no reason to doubt that any relevant material facts have been withheld or omitted from the information provided and referred to in the Circular or the reasonableness of the opinions and representations provided to us by the Directors, management of the Company and its subsidiaries.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in the Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in the Circular have been arrived at after due and careful consideration and there are no other facts not contained in the Circular, the omission of which would make any statement in the Circular misleading.

We have relied on such information and opinions and have not, however, conducted any independent verification of the information provided, nor have we carried out any independent investigation into the business, financial conditions and affairs of the Group or its future prospect.

– 12 –

LETTER FROM VINCO CAPITAL

Based on the foregoing, we confirm that we have taken all reasonable steps, which are applicable to the Refreshment of General Mandate, as referred to in Rule 13.80 of the Listing Rules (including the notes thereto).

This letter is issued for the information for the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the Refreshment of General Mandate and, except for its inclusion in the Circular, is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purposes, without prior written consent.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion and recommendation to the Independent Board Committee and the Independent Shareholders in respect of the Refreshment of General Mandate, we have taken into consideration the following principal factors and reasons:

Background of and reasons for the Refreshment of General Mandate

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

At the AGM held on 23 December 2009, the Directors were granted the Existing General Mandate to allot and issue new Shares up to 20% of the entire issued share capital of the Company as at the date of the AGM. Based on 1,951,923,900 Shares in issue as at the AGM, the Directors were authorised to allot and issue up to a maximum of 390,384,780 Shares.

According to the announcement of the Company dated 14 January 2010, the Company and the placing agent entered into a placing agreement pursuant to which 390,000,000 Shares were issued under the Existing General Mandate. Upon completion of the placing on 21 January 2010, the Existing General Mandate has been close to fully utilized.

As at the Latest Practicable Date, the aggregate number of issued Shares is 2,341,923,900 Shares. Subject to the passing of the ordinary resolution for the Refreshment of General Mandate and on the assumption that no further Shares will be issued or repurchased by the Company from the Latest Practicable Date and up to the date of the SGM (both dates inclusive), the Directors would be granted the authority to allot and issue up to a maximum of 468,384,780 Shares under the Issue Mandate, being 20% of the aggregate number of issued Shares as at the date of the SGM.

As stated in the Letter from the Board, the Directors believe that the Refreshment of General Mandate will provide the Company with necessary financing flexibility to raise additional funds through the issue of new Shares for its future business development as and when an opportunity arises. Accordingly, the Board proposed to pass an ordinary resolution at the SGM to seek approval by the Independent Shareholders at the SGM in respect of the Refreshment of General Mandate, pursuant

– 13 –

LETTER FROM VINCO CAPITAL

to which the Directors shall be granted the authority to allot and issue additional new Shares not exceeding 20% of the issued share capital of the Company as at the date of the SGM.

Fund-raising activities of the Company in the past twelve months

Set out below are the fund-raising activities of the Company during the past twelve months immediately prior to the Latest Practicable Date:

				Actual use of
				proceeds as at the
Date of		Net proceeds	Intended use of	Latest Practicable
announcement	Event	raised	proceeds	Date
		(approximately)
14 January 2010	Placing of 390,000,000	HK$49.6	General working	Retained as working
	new Shares at the	million	capital of the	capital at the
	placing price of		Group	banks of the
	HK$0.131 per			Group
	Share
19 October 2009	Open offer of	HK$190.0	General working	Retained as working
	1,301,282,600 new	million	capital and	capital at the
	Shares at		future business	banks of the
	subscription price		development	Group
	of HK$0.15 per		of the Group
	Share
26 May 2009	Placing of 316,470,000	HK$61.4	General working	Retained as working
	new Shares at	million	capital of the	capital at the
	placing price of		Group	banks of the
	HK$0.20 per Share			Group
11 May 2009	Top-up placing and	HK$12.2	General working	Retained as working
	top-up subscription	million	capital of the	capital at the
	of 35,410,000		Group	banks of the
	Shares at HK$0.355			Group
	per Share

As illustrated in the above table, the Company has a successful track record of completing four fund-raising exercises during the past twelve months immediately prior to the Latest Practicable Date. We are advised by the Directors that the Company is committed to explore new investment opportunities and business developments of the Group. Save as disclosed above, the Directors confirmed that the Company has not conducted any other fund raising activities during the past twelve months immediately prior to the Latest Practicable Date. As noted from the table above, the Group has retained the net proceeds as working capital at the banks of the Group as at the Latest Practicable Date.

The Directors confirmed that the existing cash resources of the Group are sufficient for it to conduct its daily operations and the Group has sufficient working capital to meet its present requirements. However, the Directors cannot preclude the possibilities that the current financial resources are inadequate for a large scale

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LETTER FROM VINCO CAPITAL

investment and additional funding may still be needed for investment developments as well as other opportunities arise in the future. In the event that the Company identifies a suitable investment opportunity but does not have sufficient financial resources on hand, or is unable to obtain loan financing on acceptable terms, or cannot find other alternatives to finance the acquisition of such investment opportunity in a timely manner, the Company may lose its opportunities in an otherwise favourable investment and a favorable opportunity to expand its business portfolio. Also, the Directors consider that equity financing to be an important avenue of resources to the Group since it does not create any interest paying obligations on the Group. Thus, the Refreshment of General Mandate is in the best interests of the Company and the Shareholders as a whole.

In light of the gradual recovery in the economy and the stock market and as discussed with the Directors, we are given to understand that the Directors have been actively seeking potential investment opportunities and business developments of the Group. Notwithstanding that that there is no immediate funding need for the Group’s current operations and that there is currently no concrete proposal for future investment, the Directors believe that the Refreshment of General Mandate is necessary so that should future funding needs arise or attractive terms for investment become available, the Directors will be able to response to the market and such investment opportunities promptly by way of allotment and issue of new Shares when such opportunity materializes.

In view of the foregoing and the next annual general meeting will not be convened until around December 2010 (which is about nine months away from the Latest Practicable Date), we consider that it is reasonable for the Directors to propose the Refreshment of General Mandate at the SGM in order to provide the Company with necessary financing flexibility to raise additional funds through the issue of new Shares for its future business development as and when an opportunity arises.

Financial flexibility

The Directors believe that the Refreshment of General Mandate will provide the Company with necessary financial flexibility to raise additional funds through the issue of new Shares for its future business development as and when an opportunity arises.

As advised by the Directors, although there is no intention/plan for raising capital or acquisition by issuing new Shares at the Latest Practicable Date but if any potential investors offer attractive terms for investment in the Shares subject to the market conditions, the Directors will consider and may conduct an equity fund raising exercise by issuing new Shares, the proceeds of which may be used as general working capital and/or supporting the Group’s future business development. The Directors consider that funding requirement or appropriate investment opportunities may or may not raise at any time prior to the next annual general meeting and decision may have to be made within a limited period of time in such event. The Directors therefore believe that the Refreshment of General Mandate will provide flexibility in the source of funding and allow the Company to grasp any potential opportunities in a timely manner.

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LETTER FROM VINCO CAPITAL

Other financing alternatives

We have enquired into the Directors and the Directors have considered equity financing to be an important avenue of resources for the Group since its non-interest bearing nature. In appropriate circumstances, the Group will also consider other financing methods such as debt financing or internal cash resources to fund its future investment and/or business development. While sufficient for its present requirements, there is no certainty that such cash resources will be adequate or other financing alternatives will be available for appropriate investment that may be identified by the Company in the future. In addition, debt financing may incur interest burden on the Group and it may subject to lengthy due diligence and negotiations with the banks with reference to the Group’s financial position, capital structure and the financial market condition at that time. Furthermore, the Directors are of the view that equity financing has merits over bank/debt financing to fund the Group’s capital needs as the former could broaden the shareholder base of the Company without creating any additional interest burden to the Company. On the other hand, the Directors consider that equity financing such as issuance of new Shares may be an appropriate means to fund such investments and/or acquisitions and provide additional working capital for future development and expansion of the Group.

In this regard, we consider that the Refreshment of General Mandate will provide the Company an additional financing alternative for the Company to raise funds for its future investments or business developments and it is reasonable for the Company to have the flexibility in deciding the best financing methods for any future investments or business developments. Accordingly, we are of the view that the Refreshment of General Mandate is in the interests of the Company and the Independent Shareholders as a whole.

Potential dilution to shareholdings of the Shareholders

Set out below is a table illustrating the shareholdings of the Company as at the Latest Practicable Date and, for illustrative purpose, the potential dilution effect on the shareholdings of the Shareholders upon full utilisation of the Issue Mandate (assuming no further Shares will be issued or repurchased by the Company after the Latest Practicable Date and up to the date of the SGM):

Intense Rise (Note) Public Shareholders Shares that may be issued under the Issue Mandate Other public Shareholders Total	As at the Latest Practicable Date Number of Shares Approximate % 241,279,125 10.30 — — 2,100,644,775 89.70 2,341,923,900 100.00	Upon full utilisation of the Issue Mandate Number of Shares Approximate % 241,279,125 8.58 468,384,780 16.67 2,100,644,775 74.75 2,810,308,680 100.00	Upon full utilisation of the Issue Mandate Number of Shares Approximate % 241,279,125 8.58 468,384,780 16.67 2,100,644,775 74.75 2,810,308,680 100.00
			100.00

Note: Intense Rise is wholly-owned by Mr. Wong Hin Shek, an executive Director.

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LETTER FROM VINCO CAPITAL

The aggregate shareholding of the other public Shareholders will decrease from approximately 89.70% as at the Latest Practicable Date to approximately 74.75% upon full utilisation of the Issue Mandate, indicating a potential maximum dilution of approximately 14.95%. Taking into account the potential benefits of the Refreshment of General Mandate as discussed above and the fact that the shareholdings of all Shareholders will be diluted proportionally to their respective shareholdings upon full utilisation of the Issue Mandate, we consider such maximum potential dilution to the shareholdings of the Shareholders to be acceptable.

CONCLUSION

We noted that the Group has granted the Existing General Mandate at the previous annual general meeting on 23 December 2009. However, having considered that (i) the next annual general meeting will not be held until around December 2010, which is around nine months period from the Latest Practicable Date; (ii) the Existing General Mandate has been substantially utilized as at the Latest Practicable Date; (iii) the Group has been actively seeking potential investment opportunities and business developments of the Group given the gradual recovery in the economy and the stock market; (iv) the potential benefits of the Refreshment of General Mandate; and (v) the fact that the shareholdings of all Shareholders will be diluted proportionally to their respective shareholdings upon full utilisation of the Issue Mandate, we are of the view that the Refreshment of General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and that the Refreshment of General Mandate is in the interests of the Company and the Independent Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders, and the Independent Shareholders, to vote in favour of the ordinary resolution to be proposed at the SGM to approve the Refreshment of General Mandate.

Yours faithfully, For and on behalf of Grand Vinco Capital Limited Alister Chung Managing Director

– 17 –

APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

REPURCHASE MANDATE

The following is the explanatory statement required to be sent to the Shareholders under the Listing Rules relating to an ordinary resolution to be proposed at the SGM to be held on 1 April 2010 to approve a general and unconditional mandate to be given to the Directors to exercise the powers of the Company to purchase, at any time until the next annual general meeting of the Company or such earlier period as stated in the ordinary resolution, shares of HK$0.05 each in the capital of the Company, up to a maximum of 10% of the aggregate nominal amount of issued share capital of the Company as at the date of passing the resolution.

The Directors believe the Repurchase Mandate is in the interests of the Company and Shareholders, and accordingly recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the SGM.

SHARE CAPITAL

As at the Latest Practicable Date, the number of Shares in issue was 2,341,923,900 Shares. Subject to the passing of an ordinary resolution for the granting of the Repurchase Mandate, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 234,192,390 Shares.

REASONS FOR REPURCHASES

The Directors consider that it is in the best interests of the Company and its Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and its assets and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders.

FUNDING OF REPURCHASES

Repurchases of Shares will be funded entirely from funds legally available for such purpose in accordance with the Articles and the applicable laws of Hong Kong. It is presently proposed that any Shares repurchased under the Repurchase Mandate would be repurchased out of the capital paid up on the repurchased Shares, profits of the Company which would otherwise be available for distribution or the Company’s share premium account.

IMPACT ON WORKING CAPITAL

There might be a material adverse impact on the working capital requirements or gearing levels of the Company (as compared with the position disclosed in its audited financial statements contained in the annual report of the Company for the year ended

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EXPLANATORY STATEMENT

APPENDIX I

30 June 2009) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the powers of the Company to make repurchase pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Hong Kong. None of the Directors, to the best of their knowledge having made all reasonable enquiries, nor any of their respective associates, having any present intention to sell any Shares to the Company or its subsidiaries any of the Shares in the event that the Repurchase Mandate is granted.

No connected persons (as defined in the Listing Rules) of the Company have notified the Company that he has a present intention to sell to the Company or its subsidiaries any of his Shares, or has undertaken not to do so, in the event that the Repurchase Mandate is granted.

TAKEOVERS CODE AND SHARE REPURCHASES

In the event that the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, the substantial Shareholder, Intense Rise, was beneficially interested in 241,279,125 Shares, representing approximately 10.30% of the issued share capital of the Company. In the event that the Directors exercised in full the power to repurchase Shares in accordance with the terms of the Repurchase Mandate and assuming no further Shares are issued by the Company, the interests of the substantial Shareholder together with its associates in the Company be increased to approximately 11.45%. The Company has no present intention to exercise the Repurchase Mandate to such an extent as to result in take obligations or to result in the amount of Shares holder by the public being reduced to less than 20%.

The Directors are currently not aware of any consequences which will arise under the Takeovers Code as a result of any purchase made under the Repurchase Mandate.

In the last six months preceding the Latest Practicable Date, the Company had not repurchased Shares, whether on the Stock Exchange or otherwise.

– 19 –

APPENDIX I

EXPLANATORY STATEMENT

SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
2009
February	0.350	0.340
March	0.330	0.113
April	0.840	0.280
May	0.640	0.375
June	0.800	0.465
July	0.580	0.400
August	0.520	0.395
September	0.450	0.300
October	0.217	0.183
November	0.238	0.180
December	0.216	0.150
2010
January	0.198	0.156
February	0.182	0.151
1 March to the Latest Practicable Date	0.220	0.175

– 20 –

NOTICE OF SPECIAL GENERAL MEETING

==> picture [53 x 50] intentionally omitted <==

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 IS HEREBY GIVEN that the special general meeting (the ‘‘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 1 April 2010 at 11: 00 a.m. to consider and, if thought fit, to transact the following resolutions:

ORDINARY RESOLUTIONS

1. A. ‘‘THAT

• (a) subject to paragraph (c) of this resolution below, the exercise by the directors of the Company (the ‘‘Director(s)’’) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with the additional shares of HK$0.05 each in the share capital of the Company (the ‘‘Share’’) or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements, and options which would or might require the exercise of such powers, be hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options, which would or might require the exercise of such powers after the expiry of the Relevant Period (as hereinafter defined);

• (c) the aggregate nominal amount of the share capital allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to:

• (i) a Rights Issue (as hereinafter defined);

• (ii) an issue of shares pursuant to the exercise of rights of subscription or conversion under terms of any existing warrants or other securities of the Company which are convertible into Shares;

• for identification purposes only

– 21 –

NOTICE OF SPECIAL GENERAL MEETING

• (iii) the exercise of option granted under any share option scheme or any similar arrangement for the time being adopted for the grant or issue to officers and/or employees and/or other eligible persons of the Company and/or any of subsidiaries of shares or rights to acquire shares of the Company;

• (iv) any scrip dividend or similar arrangement providing for the allotment and issue of shares of the Company in lieu of the whole or part of a dividend on the shares of the Company in accordance with the articles of association of the Company in force from time to time;

shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing this resolution; and the approval granted in paragraph (a) of this resolution shall be limited accordingly; and

• (d) subject to the passing of each of the paragraphs (a), (b) and (c) of this resolution, any prior approvals of the kind referred to in paragraphs (a), (b) and (c) of this resolution which had been granted to the Directors and which are still in effect be and hereby revoked; and

• (e) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the date of passing this resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

• (iii) the revocation or variation or renewal of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

‘‘Rights Issue’’ means an offer of shares in the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for shares of the Company, open for a period fixed by the Directors to holders of the shares of the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognized regulatory body or any stock exchange in, any territories applicable to the Company).’’

– 22 –

NOTICE OF SPECIAL GENERAL MEETING

1. B. ‘‘THAT

2. (a) subject to paragraph (b) of this resolution, the exercise by the Director during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase the shares in the share capital of the Company on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or any other stock exchanges on which the shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with the applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchanges as amended from time to time, be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of the share of the Company which the Company is authorized to purchase pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the shares capital of the Company in issue at the date of passing of this resolution and the authority pursuant to paragraph (a) of this resolution be limited accordingly.

4. (c) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the date of passing this resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

• (iii) the revocation or variation or renewal of the authority given under this resolution by an ordinary resolution of shareholders of the Company in general meeting.’’

– 23 –

NOTICE OF SPECIAL GENERAL MEETING

1. C. ‘‘THAT subject to the passing of the above resolutions 3A and 3B, the aggregate nominal amount of share which are to be purchased by the Company pursuant to the authority granted to the Directors as mentioned in resolution 3B shall be added to the aggregate nominal amount of share capital that may be allotted or agreed to be allotted by the Directors pursuant to resolution 3A.’’

2. ‘‘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.’’

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

Hong Kong, 15 March 2010

Notes:

1. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote for him/her on his/her behalf of the Meeting. In order to be valid, the form of proxy must be deposited with the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, at 26th Floor, 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 the 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 members from attending and voting in person at the Meeting 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. Chi Chi Hung, Kenneth and the independent non-executive Directors are Mr. Chiu Wai On, Mr. Man Kwok Leung and Dr. Wong Yun Kuen.

– 24 –