Kingwell Group Limited — Proxy Solicitation & Information Statement 2001

Dec 11, 2001

FT Holdings International 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 FT Holdings International Limited (the "Company") will be held at Unit 501, 5/F, Riley House, 88 Lei Muk Road, Kwai Chung, New Territories, Hong Kong, on 27th December, 2001 (Thursday) at 10:30 a.m. for the following purposes:

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:

"THAT

(a) the exercise by the Directors during the Relevant Period of all the powers of the Company to issue, allot and deal with additional shares of the Company and to make or grant offers, agreements and options which would or might require shares to be allotted, issued or dealt with during or after the end of the Relevant Period, be and is hereby generally and unconditionally approved, provided that, otherwise than pursuant to a rights issue where shares are offered to shareholders on a fixed record date in proportion to their then holdings of shares (subject to such exclusions 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 any territory outside Hong Kong) or any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company, or any scrip divided scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company, the total nominal amount of additional shares issued, allotted, dealt with or agreed conditionally or unconditionally to be issued, allotted or dealt with (whether pursuant to an option or otherwise) shall not in total exceed 20% of the aggregate amount of the existing issued share capital of the Company and the said approval shall be limited accordingly; and

(b) 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 revocation or variation of the authority given under this Resolution by Ordinary Resolution of the shareholders in general meetings; and

(iii) 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 laws to be held.".

By order of the Board

CHAN CHI YUEN

Company Secretary

Hong Kong, 10th December, 2001

Notes:

(a) The Register of Members will be closed from 21st December, 2001 (Friday) to 27th December, 2001 (Thursday) (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attending the Special General Meeting, all share transfers accompanied by the relevant share certificates must be lodged with the Company's Branch Share Registrars in Hong Kong, Tengis Limited, at 4/F Hutchison House, 10 Harcourt Road, Central, Hong Kong not later than 4:00 p.m. on 20th December, 2001 (Thursday).

(b) A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed.

(c) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, must be lodged with the Company's Branch Share Registrars in Hong Kong, Tengis Limited, at 4/F Hutchison House, 10 Harcourt Road, Central, Hong Kong not less than 48 hours before the time fixed for holding the Meeting.

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