10:05     HUA YI COPPER<00559>&SOLARTECH INT'L<01166>-J.Ann.&Resume-2         

    permission to deal in, the Subscription Shares. The                       
    Subscription Shares are proposed to be issued                             
    pursuant to the existing general mandate given to the                     
    directors of Hua Yi Copper to allot and issue Shares.                     
                                                                              
    PROPOSED PLACING OF NEW SHARES                                            
    On 26 April 2005, Hua Yi Copper also entered into the                     
    New Shares Placing Agreement with the New Shares                          
    Placing Agent. Hua Yi Copper has conditionally agreed                     
    to place, through the New Shares Placing Agent, up                        
    to 80,000,000 new Shares to independent investors at                      
    a price of HK$0.93 per Share.                                             
                                                                              
    The New Shares Placing is to be made on a best efforts                    
    basis by the New Shares Placing Agent and is                              
    conditional upon the Stock Exchange granting listing                      
    of, and permission to deal in, the New Placing Shares                     
    and the directors of Hua Yi Copper having been granted                    
    approval at a special general meeting of Hua Yi Copper                    
    by means of a specific authority to allot and issue                       
    the New Placing Shares.                                                   
                                                                              
    The New Placing Shares (assuming the New Shares                           
    Placing is undertaken in full) represent                                  
    approximately 15.11% of the existing issued share                         
    capital of Hua Yi Copper of 529,562,500 Shares and                        
    approximately 12.59% of Hua Yi Copper's issued share                      
    capital as enlarged by the New Shares Placing                             
    (assuming the Top-Up Placing and the Subscription are                     
    both completed). The net proceeds from the New Shares                     
    Placing of approximately HK$72.40 million (assuming                       
    the New Shares Placing is undertaken in full) will                        
    also be used by the Group to acquire machinery and                        
    other equipment in anticipation of the completion of                      
    construction of its manufacturing plant in Kunshan,                       
    Jiangxu province, the PRC, so as to meet customer                         
    demand in that area.                                                      
                                                                              
    REFRESHMENT OF EXISTING GENERAL MANDATE AND SGMS                          
    Approval from the shareholders of Hua Yi Copper will                      
    be sought at the SGMs for the approval of the New Shares                  
    Placing and the refreshment of the existing general                       
    mandate. Pursuant to the Listing Rules, any                               
    refreshment of the general mandate made before the                        
    next annual general meeting requires any controlling                      
    shareholders and their associates or, where there are                     
    no controlling shareholders, directors (excluding                         
    independent non-executive directors) and the chief                        
    executive of the issuer and their respective                              
    associates to abstain from voting in favour.                              
    Accordingly, the Vendor and Mr. Chau Lai Him will                         
    abstain from voting at the SGM of Independent                             
    Shareholders in relation to the resolution to approve                     
    the refreshment of the existing general mandate.                          
                                                                              
    Subject to the approval of the Independent                                
    Shareholders for the refreshment of the existing                          
    general mandate and assuming that the Top-Up Placing                      
    and the Subscription are both completed (but before                       
    taking into account the New Shares Placing), and that                     
    no further Shares are issued or repurchased by Hua                        
    Yi Copper and no Share Options are exercised, the                         
    Shares in issue as at the date of passing of the                          
    relevant resolution would be 555,474,500 Shares,                          
    which means that the directors of Hua Yi Copper would                     
    be authorised to allot and issue a maximum of                             
    111,094,900 Shares if the general mandate is granted.                     
                                                                              
    An independent board committee will be established                        
    and an independent financial adviser will be                              
    appointed to advise the Independent Shareholders in                       
    respect of the refreshment of the general mandate.