Ares Asia Limited — Proxy Solicitation & Information Statement 2002

Jan 18, 2002

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 4th February 2002 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 resolution as ordinary resolution of the Company:-

ORDINARY RESOLUTION

1. "THAT, upon the recommendation of the directors of the Company (the "Directors")

(a) a distribution of HK$0.15 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 8th February 2002 (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."

By order of the Board

Lee Chi Keung, Russell

Director

Hong Kong, 17th January 2002

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 use at the meeting, together with a copy of this notice, are being despatched to the shareholders of the Company.

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 8th February 2002, 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. 7th February 2002.

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