Ares Asia Limited — Proxy Solicitation & Information Statement 2000

Aug 29, 2000

KTP Holdings Limited

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at Garden Room, Hotel Nikko Hong Kong, 72 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Monday, 25th September 2000 at 2:30 p.m. to transact the following ordinary business:

1. to receive and consider the audited financial statements and the reports of the directors and auditors for the year ended 31st March 2000;

2. to re-elect retiring directors and authorise the board of directors to fix the directors' remuneration;

3. to re-appoint PricewaterhouseCoopers as auditors of the Company and to authorise the board of directors to fix their remuneration;

and, as special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions:

1. "THAT:

(a) the exercise by the directors of the Company during the Relevant Period of all powers of the Company to purchase its

own shares, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

(b) the aggregate nominal amount of shares of the Company purchased by the Company pursuant to the approval in paragraph shares (a) during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the said approval be limited accordingly; and

(c) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law of Bermuda to be held; and

(iii) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting."

By Order of the Board

Yang Tien Shen

Chairman

Hong Kong, 28th August 2000

Notes:

(1) A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a member of the Company.

(2) A form of proxy for the meeting is enclosed. In order to be valid, the form of proxy must be deposited at the Company's Hong Kong Branch Registrar, Central Registration Hong Kong Limited of Rooms 1901-1905, 19th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, not less than 48 hours before the time for holding the meeting or adjourned meeting.

(3) The Register of Members will be closed from Tuesday, 19th September 2000 to Monday, 25th September 2000, both days inclusive, during which period no transfer of shares will be effected. In order to be qualified to attend and vote at the meeting, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's Hong Kong Branch Registrar, Central Registration Hong Kong Limited of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:00 p.m. on Monday, 18th September 2000.

(4) In relation to resolution no. 4 above, the directors wish to state that they will exercise the powers conferred thereby to repurchase the shares in circumstances which they deem appropriate for the benefits of the shareholders. The Explanatory Statement containing the information necessary to enable the shareholders to make an informed decision to vote on this resolution as required by the Listing Rules is set out in a separate document from the Company to be enclosed with the Annual Report.