Ares Asia Limited — Proxy Solicitation & Information Statement 2001

Nov 27, 2001

KTP HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

Notice of special general meeting

NOTICE IS HEREBY GIVEN that a special general meeting of the shareholders of KTP Holdings Limited (the "Company") will be held at 10:00 a.m. on 12th December 2001 at Block C, 1st Floor, Wong King Industrial Building, 2-4 Tai Yau Street, Sanpokong, Kowloon, Hong Kong, for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company:-

ORDINARY RESOLUTIONS

1. "THAT, subject to the passing of the resolution as set out in the notice (the "Notice") convening the special general meeting of the Company to be held on 26th November 2001 or any adjournment thereof, a copy of the Notice is tabled at the meeting and marked "A" for the purpose of identification, upon the recommendation of the directors of the Company (the "Directors"):

(a) a distribution of HK$0.30 per share in cash out of the contributed surplus account of the Company to those shareholders whose names appear on the register of members of the Company on 18th December 2001 (the "Distribution") be and is hereby approved; and

(b) any of the Directors of the Company be and is hereby authorized to do such act to effect the Distribution as he may deem necessary."

1. "THAT:

(a) subject to paragraphs (b) and (c) hereunder, the granting of an unconditional general mandate to the board of directors of the Company (the "Board"), during the Relevant Period (as defined in paragraph (d) below) to issue, allot and deal with additional shares in the capital of the Company, and to make or grant offers, agreements and options which would or might require shares in the capital of the Company, to be issued, allotted or dealt with, be and is hereby generally and unconditionally approved;

(b) the unconditional general mandate under paragraph (a) above shall not extend beyond the Relevant Period save the Board may during the Relevant Period make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

(c) the aggregate nominal amount of shares in the capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Board otherwise than pursuant to:

(i) a Rights Issue (as defined in paragraph (d) below);

(ii) the exercise of options granted under any option scheme or similar arrangement for the time being adopted for the grant of issue of shares or rights to acquire shares in the capital of the Company to officers and/or employees of the Company and/or any of its subsidiaries; and

(iii) any scrip dividend or similar arrangement providing for the allotment of shares in the share capital of the Company implemented in accordance with the bye-laws of the Company,

shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of this resolution; and

(d) 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 Company's bye-laws or any applicable laws to be held; and

(iii) the date on which the authority set out under this resolution is revoked or varied by an ordinary resolution of the Company's shareholders in general meeting.

"Rights Issue" means the allotment, issue or grant of shares in the capital of the Company pursuant to an offer of shares open for a period fixed by the Directors made to holders of shares in the capital of the Company on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in, or in any territory application to the Company)."

By order of the Board

Lee Chi Keung, Russell

Director

Hong Kong, 26th November 2001

Head Office and Principal Place of Business in Hong Kong:

Block C, 1st Floor

Wong King Industrial Building

2-4 Tai Yau Street

San Po Kong

Kowloon

Hong Kong

Notes:

1. Any member entitled to attend and vote at the meeting is entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.

2. A form of proxy for the meeting is enclosed.

3. The instrument appointing a proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other authorised person

4. In order to be valid, the form of proxy, together with the 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 in Hong Kong, Central Registration Hong Kong Limited at 19th Floor, 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.

5. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the meeting and in such event, the form of proxy will be deemed to be revoked.

6. Where there are joint holders of any Share, any one of the joint holders may vote, either in person or by proxy, in respect of such Shares as if he/she was solely entitled thereto, but if more than one of the joint holders are present at the meeting, the most senior will alone be entitled to vote, whether in person or by proxy. For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

7. The register of members will be closed on 18th December 2001, during which no transfer of shares will be effected. In order to qualify for the proposed distribution, shareholders should ensure that all transfers, accompanied by the relevant shares certificates, must be lodged with the Company's Hong Kong Branch Registrar, Central Registration Hong Kong Limited, at 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:00 p.m. 17th December 2001.

Please also refer to the published version of this announcement in the Hong Kong i-Mail.