Xingye Alloy Materials Group Limited — Proxy Solicitation & Information Statement 2016

Aug 17, 2016

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 you should take, 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 XINGYE COPPER INTERNATIONAL GROUP LIMITED , you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

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.

XINGYE COPPER INTERNATIONAL GROUP LIMITED 興業銅業國際集團有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 505)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the Extraordinary General Meeting to be held at Conference Room, No. 68, Jinxi Road, Hangzhou Bay New Zone, Ningbo, Zhejiang Province, the PRC on Tuesday, 13 September 2016 at 2:00 p.m. is set out on pages 5 to 6 of this circular. A form of proxy for use at the Extraordinary General Meeting is enclosed with this circular. Whether or not you intend to attend the Extraordinary General Meeting or any adjournment thereof, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the Extraordinary General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting or any adjournment thereof if you so wish and in such event, the instrument appointing a proxy previously submitted shall be deemed to be revoked.

Hong Kong, 18 August 2016

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5

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DEFINITIONS

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

“Board”

the board of Directors

“Company” Xingye Copper International Group Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 505)

“Director(s)” the director(s) of the Company “Extraordinary the extraordinary general meeting of the Company to be held at General Meeting” Conference Room, No. 68, Jinxi Road, Hangzhou Bay New Zone, Ningbo, Zhejiang Province, the PRC on Tuesday, 13 September 2016 at 2:00 p.m. or any adjournment thereof

• “Group” the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Notice of Extraordinary the notice dated 18 August 2016 convening the Extraordinary General General Meeting” Meeting as set out on pages 5 to 6 of this circular

• “PRC” the People’s Republic of China

“Proposed Change of the proposed change of the English name of the Company from Company Name” “Xingye Copper International Group Limited” to “Huan Yue Interactive Holdings Limited” and the change of the dual foreign name in Chinese of the Company from “興業銅業國際集團有限公司” to “歡悅互娛控股有限公司”

• “Share(s)” share(s) of the Company

• “Shareholder(s)” holder(s) of Share(s)

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

XINGYE COPPER INTERNATIONAL GROUP LIMITED 興業銅業國際集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 505)

Executive Directors:

Mr. HU Changyuan (Chairman) Mr. HU Minglie (Chief Executive Officer) Mr. WANG Jianli Mr. MA Wanjun Mr. CHEN Jianhua

Registered Office:

Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in the PRC:

Non-executive Director:

Mr. DAI Jianchun

No. 68, Jin Xi Road Hangzhou Bay New Zone, Ningbo Zhejiang Province 315336, PRC

Independent Non-executive Directors:

Principal place of business in Hong Kong:

Ms. LU Hong Mr. CHAI Chaoming Suite 11, 11[th] Floor Dr. LOU Dong Hung Tai Industrial Building 37–39 Hung To Road Kwun Tong, Kowloon Hong Kong

18 August 2016

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

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LETTER FROM THE BOARD

1. INTRODUCTION

Reference is made to the announcement of the Company dated 12 August 2016 in respect of the Proposed Change of Company Name. The purpose of this circular is to provide you with further information on the resolution to be proposed at the Extraordinary General Meeting regarding the Proposed Change of Company Name and to give you notice of the Extraordinary General Meeting.

2. PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from “Xingye Copper International Group Limited” to “Huan Yue Interactive Holdings Limited” and to change the dual foreign name in Chinese of the Company from “興業銅業國際集團有限公司” to “歡悅互娛控股有限公司”.

Reasons for the Proposed Change of Company Name

Reference is made to the announcements of the Company dated 21 June 2016 and 5 August 2016 respectively in relation to the acquisition of the entire issued share capital in Funnytime Limited. With the further development and expansion of the business scope and investment areas of the Group, the Board considers that the Proposed Change of Company Name will better reflect the diversification of the Group’s business and believes that the proposed new English name and the dual foreign name in Chinese of the Company can provide the Company with a more appropriate identification and image which is in line with the Group’s business strategy.

The Group’s principal existing business in manufacturing and sales of high precision copper plates and strips, trading of raw materials and the provision of processing services will continue to be in operation and will not be affected as a result of the Proposed Change of Company Name.

The Board considers that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

Conditions for the Proposed Change of Company Name

The Proposed Change of Company Name is subject to the following conditions:

1. the passing of a special resolution by the Shareholders at the Extraordinary General Meeting approving the Proposed Change of Company Name; and

2. the Registrar of Companies in the Cayman Islands approving the proposed new English name and the dual foreign name in Chinese of the Company.

Subject to the satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect from the date on which the certificate of incorporation on change of name is issued by the Registrar of Companies in the Cayman Islands. Thereafter, the Company will carry out all necessary filing procedures with the Companies Registry in Hong Kong.

Effect of the Proposed Change of Company Name

The Proposed Change of Company Name will not affect any of the rights of the Shareholders. Other than the change to the English stock short name and the Chinese stock short name to be announced by the Company following the Proposed Change of Name becoming effective, the trading arrangements for the Shares on the Stock Exchange will not be affected. After the Proposed Change of Company Name becomes effective, any new issue of share certificates of the Company will be issued in the new English name and the dual foreign name in Chinese of the Company. All existing share certificates of the Company in issue bearing the existing name of the Company will, after the Proposed Change of Company Name becomes effective, continue to be valid evidence of title to the Shares and will continue to be valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangements for free exchange of the existing share certificates of the Company for new share certificates bearing the new name of the Company.

The Company will make further announcement(s) to inform the Shareholders of the poll results of the Extraordinary General Meeting, the effective date of the Proposed Change of Company Name and the new stock short names, logo and website address of the Company as and when appropriate.

3. EXTRAORDINARY GENERAL MEETING

The Extraordinary General Meeting will be held at Conference Room, No. 68, Jinxi Road, Hangzhou Bay New Zone, Ningbo, Zhejiang Province, the PRC on Tuesday, 13 September 2016 at 2:00 p.m. for the Shareholders to consider and, if thought fit, approve the Proposed Change of Company Name. The Notice of Extraordinary General Meeting is set out on pages 5 to 6 of this circular.

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LETTER FROM THE BOARD

The register of members of the Company will be closed from Friday, 9 September 2016 to Tuesday, 13 September 2016 (both dates inclusive) during which period no transfer of Shares will be registered. In order to be entitled to attend and vote at the Extraordinary General Meeting, all completed transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Thursday, 8 September 2016 for registration. Having made all reasonable enquiries, the Directors are not aware of any Shareholder who is required to abstain from voting on the resolution to approve the Proposed Change of Company Name to be proposed at the Extraordinary General Meeting under the Listing Rules.

A form of proxy for use at the Extraordinary General Meeting is enclosed with this circular. Whether or not you intend to attend the Extraordinary General Meeting or any adjournment thereof, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the Extraordinary General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Extraordinary General Meeting or any adjournment thereof if you so wish and in such event, the instrument appointing a proxy previously submitted shall be deemed to be revoked.

Pursuant to Rule 13.39(4) of the Listing Rules, the resolution to approve the Proposed Change of Company Name to be proposed at the Extraordinary General Meeting will be put to vote by way of poll. An announcement of the results of the poll will be made by the Company after the Extraordinary General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

4. RECOMMENDATION

The Board considers that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of the special resolution to approve the Proposed Change of Company Name as set out in the Notice of Extraordinary General Meeting.

Yours faithfully, For and on behalf of

Xingye Copper International Group Limited Hu Changyuan Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

XINGYE COPPER INTERNATIONAL GROUP LIMITED 興業銅業國際集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 505)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Xingye Copper International Group Limited (the “ Company ”) will be held at Conference Room, No. 68, Jinxi Road, Hangzhou Bay New Zone, Ningbo, Zhejiang Province, the People’s Republic of China, on Tuesday, 13 September 2016 at 2:00 p.m. or any adjournment thereof for the purpose of considering and, if thought fit, passing with or without modifications the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from “Xingye Copper International Group Limited” to “Huan Yue Interactive Holdings Limited” and the dual foreign name in Chinese of the Company be changed from “興業銅業國際集團有限公司” to “歡悅互娛控股有限公司” (the “ Change of Company Name ”) with effect from the date on which the certificate of incorporation on change of name is issued by the Registrar of Companies in the Cayman Islands and that any one or more of the directors of the Company or a committee thereof be and are hereby authorised to do all such acts and things and execute all such documents as he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company.”

By Order of the Board

Xingye Copper International Group Limited Hu Changyuan

Chairman

Hong Kong, 18 August 2016

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Registered Office:

Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in the PRC:

No. 68, Jin Xi Road Hangzhou Bay New Zone, Ningbo Zhejiang Province 315336, PRC

Principal place of business in Hong Kong:

Suite 11, 11[th] Floor Hung Tai Industrial Building 37–39 Hung To Road Kwun Tong, Kowloon Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the above meeting of the Company is entitled to appoint a proxy to attend and vote instead of him. A member of the Company who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the above meeting of the Company. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy together with any power of attorney or other authority (if any) under which it is signed or, a certified copy of such power or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

3. Completion and return of the form of proxy will not preclude a member of the Company from attending and voting in person at the meeting or any adjournment thereof and in such event, the form of proxy shall be deemed to be revoked.

4. Where there are joint holders of any share, any one of such joint holder may vote at the meeting, either in person 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 the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

5. The register of members of the Company will be closed from Friday, 9 September 2016 to Tuesday, 13 September 2016 (both dates inclusive) during which period no transfer of shares will be registered. In order to be entitled to attend and vote at the above meeting, all completed transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Thursday, 8 September 2016 for registration.

6. As at the date of this notice, the executive directors of the Company are Mr. Hu Changyuan, Mr. Hu Minglie, Mr. Wang Jianli, Mr. Ma Wanjun and Mr. Chen Jianhua, the non-executive director of the Company is Mr. Dai Jianchun and the independent non-executive directors of the Company are Ms. Lu Hong, Mr. Chai Chaoming and Dr. Lou Dong.

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