10:06 HUA YI COPPER<00559>&SOLARTECH INT'L<01166>-J.Ann.&Resume-5 approximately HK$1 million. Any interest earned by the Vendor on the moneys raised by the Top-Up Placing, between the date of completion of the Top-Up Placing and the date of completion of the Subscription, will be paid to Hua Yi Copper. General Mandate: The Subscription Shares will be issued pursuant to the general mandate to allot, issue and deal with Shares granted to the directors of Hua Yi Copper by resolution of its shareholders passed at Hua Yi Copper's general meeting held on 25 May 2004, which authorised the directors of Hua Yi Copper to allot and issue a maximum of 25,912,500 Shares (as adjusted following the share consolidation on 30 December 2004). The general mandate has not been utilised prior to entering into of the Subscription Agreement and Hua Yi Copper has not undertaken any fund raising activities in the 12 months immediately before the date of this announcement. Ranking of The Subscription Shares will rank equally with Shares in issue at the Subscription Shares: time of issue and allotment of the Subscription Shares. Conditions: The Subscription is conditional upon: (a) the Stock Exchange granting listing of, and permission to deal in, the Subscription Shares; and (b) completion of the Top-Up Placing in accordance with the Top-Up Placing Agreement. Application will be made to the Stock Exchange to grant the listing of, and permission to deal in, the Subscription Shares. The listing of the Subscription Shares may not be granted, if so, the Subscription will not proceed. Completion: Pursuant to the Subscription Agreement, and in accordance with the Listing Rules, the Subscription must be completed 13 days after the date of the Subscription Agreement, that is, on or before 9 May 2005 (or such later date as Hua Yi Copper and the Vendor may agree, such agreement not to unreasonably withheld or delayed and subject to compliance with the Listing Rules), failing which the Subscription shall cease and terminate. Reason for the Top-Up Placing and Subscription and Use of Proceeds In view of the current market conditions, the directors of Hua Yi Copper and Solartech consider that the Top-Up Placing and Subscription represents a good opportunity to raise further working capital for Hua Yi Copper while at the same time broadening its shareholder and capital base. The net proceeds from the Subscription, of approximately HK$23 million, will 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. PROPOSED PLACING OF NEW SHARES New Shares Placing Agreement dated 26 April 2005 Parties: Hua Yi Copper and the New Shares Placing Agent. New Shares The New Shares Placing Agent is independent of and not connected Placing Agent: with the directors, chief executive or substantial shareholders of any member