Ares Asia Limited — Proxy Solicitation & Information Statement 2001

Nov 2, 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 Block C, 1st Floor, Wong King Industrial Building, 2-4 Tai Yau Street, Sanpokong, Kowloon, Hong Kong at 10:00 a.m. on 26th November 2001 for the purpose of considering and, if thought fit, pass the following special resolution:-

Special resolution

"THAT,

(1) with effect from10:00 a.m. ( Hong Kong Time ) on the day after the day on which this resolution is duly passed (the "Effective Date") and conditional upon the Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the shares in the Company resulting from (a) and (b) below;

(a) the nominal value of each ordinary share of HK$0.45 each be and is hereby reduced to HK$0.01 by cancelling HK$0.44 of the paid up capital on each of the ordinary share in issue;

(b) each unissued ordinary share of HK$0.45 be and is hereby subdivided into 45 unissued shares of HK$0.01 each; and

(c) the credit arising from the capital reduction be applied to eliminate part of the accumulated losses of the Company;

(2) with effect from the Effective Date, the entire amount standing to the credit of the share premium account of the Company be and is hereby cancelled and the credit arising therefrom be applied to eliminate part of the accumulated losses of the Company;

(3) with effect from the Effective Date, the amount of HK$127,554,983.57 standing to the credit of the contributed surplus account of the Company be applied to eliminate the balance of the accumulated losses of the Company; and

(4) any director of the Company be and is hereby authorised to do all acts and things which in his opinion are necessary to effect and implement any of the foregoing."

By Order of the Board

Lee Chi Keung, Russell

Director

Hong Kong, 1st November 2001

Notes:

(1) Every member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

(2) In order to be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be lodged at the Company's branch share registrar in Hong Kong, Central Registration Hong Kong Limited, Rooms 1901-1905, 19th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the above meeting (or any adjournment thereof).

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