10:08 HUA YI COPPER<00559>&SOLARTECH INT'L<01166>-J.Ann.&Resume-10 "Group" Hua Yi Copper and its subsidiaries "Independent Shareholders" shareholders of Hua Yi Copper other than the Vendor and Mr. Chau Lai Him "Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited "New Shares Placing" the placing of the New Placing Shares pursuant to the New Shares Placing Agreement "New Shares Placing Agent" Grand Vinco Capital Limited "New Shares Placing placing agreement dated 26 April 2005 between Hua Yi Agreement" Copper and the New Shares Placing Agent "New Placing Shares" up to 80,000,000 new Shares to be placed by the New Shares Placing Agent pursuant to the New Shares Placing Agreement "SGM" special general meeting(s) of Hua Yi Copper proposed to be convened and held in respect of the New Shares Placing "SGMs" the SGM and the SGM of Independent Shareholders "SGM of Independent special general meeting of Hua Yi Copper proposed to be Shareholders" convened and held in respect of the refreshment of the general mandate "Share Options" share options granted under the share option scheme of Hua Yi Copper adopted on 4 December 2003 and share options previously granted under the previous share option scheme of Hua Yi Copper adopted on 13 December 1996 "Shares" ordinary shares of HK$0.20 each in the capital of Hua Yi Copper "Stock Exchange" The Stock Exchange of Hong Kong Limited "Solartech" Solartech International Holdings Limited, a company incorporated in Bermuda "Subscription Agreement" subscription agreement between the Vendor and Hua Yi Copper dated 26 April 2005 "Subscription Shares" 25,912,000 Shares to be subscribed for by the Vendor pursuant to the Subscription Agreement "Subscription" the subscription for the Subscription Shares pursuant to the Subscription Agreement "Top-Up Placing Agent" Core Pacific - Yamaichi International (H.K.) Limited "Top-Up Placing Agreement" placing agreement between the Vendor and the Top-Up Placing Agent dated 26 April 2005 "Top-Up Placing Shares" the 25,912,000 Shares to be placed by the Top-Up Placing Agent pursuant to