Kingwell Group Limited — Proxy Solicitation & Information Statement 2013

Feb 7, 2013

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

HUA YI COPPER HOLDINGS LIMITED

華 藝 礦 業 控 股 有 限 公 司* (Incorporated in Bermuda with limited liability) (Stock code: 559)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting of Hua Yi Copper Holdings Limited (the ‘‘Company’’) will be held at 3/F., Nexxus Building, 77 Des Voeux Road Central, Hong Kong at 11:00 a.m. on 4 March 2013 for the purpose of considering and, if thought fit, passing with or without amendments the following resolution which will be proposed as an ordinary resolution of the Company:

SPECIAL RESOLUTION

• (1) ‘‘THAT subject to and conditional upon the completion of the acquisition of the entire issued share capital of Total Grand Investments Limited by Max June Limited (a wholly-owned subsidiary of the Company), the entry of ‘‘Guocang Group Limited’’ as the new name and ‘‘國藏集團有限公司’’ as the secondary name of the Company in place of the Company’s existing name on the register maintained by the Registrar of Companies in Bermuda, the name of the Company be and is hereby changed from ‘‘Hua Yi Copper Holdings Limited’’ to ‘‘Guocang Group Limited’’ and ‘‘國藏集團有限公司’’ be adopted as the secondary name of the Company to replace the Chinese name ‘‘華藝 礦業控股有限公司’’ (which has been used by the Company for identification purposes only) with effect from the date of entry of the new name and secondary name on the register maintained by the Registrar of Companies in Bermuda, and that the directors of the Company be and are hereby authorised generally to do all such acts and things and to sign and execute all documents and deeds as they may in their absolute discretion deem necessary, desirable or appropriate to give effect to the change of name and adoption of secondary name of the Company and to attend to any necessary registration and/or filing for and on behalf of the Company.’’

• for identification purpose only

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ORDINARY RESOLUTIONS

(2) ‘‘THAT

• (a) the authorised share capital of the Company be increased from HK$300,000,000 divided into 6,000,000,000 ordinary shares of HK$0.05 each (the ‘‘Share’’) into HK$1,561,904,761.90 divided into (i) 30,000,000,000 Shares of HK$0.05 each and (ii) 1,238,095,238 convertible preference shares of HK$0.05 each (the ‘‘Convertible Preference Shares’’) by the creation of an additional 24,000,000,000 Shares and 1,238,095,238 Convertible Preference Shares, such Convertible Preference Shares having the rights and restrictions as set out in appendix VI to the circular of the Company dated 8 February 2013 (the ‘‘Circular’’) (a copy of which has been produced to the meeting and marked ‘‘A’’ and initialled by the chairman of the meeting for the purpose of identification) (the ‘‘Increase in the Authorised Share Capital’’);

• (b) the issue and allotment of the Convertible Preference Shares as set out in the Circular, on and subject to the terms of the Agreement (as defined in Resolution 3 below) in accordance with the Bye-laws of the Company, be and is hereby approved;

• (c) the directors of the Company (the ‘‘Directors’’) be and are hereby authorised to allot and issue such number of new Shares in the share capital of the Company as may be allotted and issued upon the exercise of the conversion rights attaching to the Convertible Preference Shares in accordance with the Bye-laws of the Company; and

• (d) any one director of the Company be and is hereby authorised to do all such acts and things, to sign and execute all such further documents and to take such steps which, in the opinion of such director, are necessary, appropriate, desirable or expedient to give effect to or implement the issue and/or conversion of the Convertible Preference Shares and for completion of the Increase in the Authorised Share Capital.’’;

(3) ‘‘THAT

• (a) the share purchase agreement dated 1 November 2012 (the ‘‘Agreement’’) (a copy of which has been produced at this Meeting and marked ‘‘B’’ and initialed by the chairman of this Meeting for the purpose of identification) entered into between Max June Limited (a wholly-owned subsidiary of the Company), the Company, Goldsure Limited and Mr. 唐通 (in English, for identification purpose only, Mr. Tang Tong) which is amended and varied by a supplemental agreement dated 23 January 2013 (the ‘‘Supplemental Agreement’’) (a copy of which has been produced at this Meeting and marked ‘‘C’’ and initialed by the Chairman of this Meeting for the purpose of identification), pursuant to which Max June Limited has agreed to acquire the entire issued share capital of Total Grand Investments Limited for a consideration in the sum of HK$260,000,000 which will be satisfied in full by the Company’s issue and allotment of the Convertible Preference Shares (as defined in Resolution 2 above and in the Agreement and the Supplemental Agreement) upon completion of the Agreement and the Supplemental Agreement,

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the Supplemental Agreement and the transactions contemplated thereunder or incidental to the Agreement and the Supplemental Agreement be and are hereby approved, ratified and confirmed;

• (b) the issue and allotment of 1,238,095,238 Convertible Preference Shares (as defined in Resolution 2 above) in the share capital of the Company pursuant to Resolution 2 above at an issue price of HK$0.21 per Convertible Preference Share having the rights and restrictions as set out in appendix VI to the Circular, credited as fully paid, pursuant to the terms and conditions of the Agreement and the Supplemental Agreement be and is hereby approved;

• (c) the issue and allotment of such number of Shares which may fall to be issued upon the exercise of the conversion rights attaching to the Convertible Preference Shares be and is hereby approved;

• (d) the directors of the Company are hereby authorised to do all such further acts and things and execute such further documents which in their opinion may be necessary or expedient to give effect to the terms of the Agreement and the Supplemental Agreement and the issue, allotment and conversion of the Convertible Preference Shares or any of the transactions contemplated under the Agreement and the Supplemental Agreement; and

• (e) any acts or things done or deeds or documents executed prior to the passing of these resolutions by any director relating to any of the matters referred to in 3(a) to 3(d) above be and are hereby ratified, confirmed and approved in all respects.’’

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

Hong Kong, 8 February 2013

Registered Office:

Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business in Hong Kong:

Unit 904, 9th Floor Wings Building 110–116 Queen’s Road Central Central Hong Kong

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Notes:

1. A form of proxy to be used for the meeting is enclosed with the circular of the Company despatched to the shareholder of the Company on 8 February 2013.

2. Any member of the Company entitled to attend and vote at the meeting of the Company shall be entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him and a proxy so appointed shall have the same right as the member to speak at the meeting. On a poll votes may be given either personally or by proxy. A proxy need not be a member of the Company. A member may appoint any number of proxies to attend in his stead at any one general meeting (or at any one class meeting).

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney authorised in writing, or if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

4. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered at the Hong Kong branch registrar of the Company, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the meeting at which the person named in the instrument proposes to vote. Delivery of any instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the relevant joint holding.

6. As at the date of this announcement, 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.

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