Kingwell Group Limited — Proxy Solicitation & Information Statement 2002

May 2, 2002

IMPORTANT

If you are in doubt about this circular or as to action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in FT HOLDINGS INTERNATIONAL LIMITED (the “Company”), you should at once hand this circular to the purchaser or the bank or stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

FT HOLDINGS INTERNATIONAL LIMITED

(Incorporated in Bermuda with limited liability)

Executive directors:

Mr. Lai Kam Wing, Jimmy (Chairman) Mrs. Lai Ma Yuk Wah, Monita Ms. Leung Mei Yee

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Independent Non-executive Directors:

Sir Gordon Macwhinnie Mr. Wu Wing Kit

Head Office and Principal Place of Business: Unit 501, 5th Floor Riley House 88 Lei Muk Road Kwai Chung New Territories Hong Kong 26th April, 2002

To the Shareholders

Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO REPURCHASE SECURITIES AND TO ISSUE SHARES

INTRODUCTION

The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (the “Listing Rules”) contain provisions to regulate the repurchase by companies with primary listing on the Stock Exchange of their own securities on the Stock Exchange (the “Share Buyback Rules”).

— 1 —

The purpose of this circular is to provide you with information relating to the ordinary resolutions 4 to 6 (the “Ordinary Resolutions”) to be proposed at the forthcoming Annual General Meeting to be held on 24th May 2002: (i) to grant the directors of the Company (the “Directors”) a general mandate to exercise the powers of the Company to undertake repurchases of the Company’s fully paid up shares representing up to a maximum of 10% of the issued share capital of the Company as at the date of the resolution; (ii) to grant a general mandate to the Directors to issue new shares not exceeding 20% of the existing issued share capital; and (iii) to increase the number of shares which the Directors may issue under their general mandate pursuant to item (i) above by the number of shares repurchased.

In accordance with the Listing Rules, this circular also serves as the explanatory statement to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the Ordinary Resolutions to be proposed at the Annual General Meeting of the Company.

SHARE BUYBACK RULES

Under the Share Buyback Rules, any share buyback by a company with a primary listing on the Stock Exchange has to comply with the following provisions:

(a) Shareholders’ Approval

All on-market share repurchases by a company must be approved in advance by an ordinary resolution, either by way of a general mandate or by a specific approval in relation to specific transactions.

(b) Source of Funds

Repurchases must be funded out of funds which are legally available for the purpose in accordance with the Memorandum of Association and Bye-laws of the company and the laws of Bermuda.

(c) Maximum Number of Shares to be Repurchased

A maximum of 10% of the issued share capital as at the date of passing the relevant resolution may be repurchased on the Stock Exchange. No shares may be repurchased unless they are fully paid up.

REASONS FOR SHARE BUYBACK

The Directors have no present intention of repurchasing any shares, however, they believe that the flexibility afforded by the buyback mandate would be beneficial to the Company and its shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per share of the Company and will only be made when the Directors believe that such repurchases will benefit the Company and its shareholders.

— 2 —

SHARE CAPITAL AND OPTIONS

As at 26th April, 2002, the latest practicable date prior to the printing of this circular, the issued share capital of the Company comprised 345,500,000 shares of HK$0.10 each (“Shares”) and with share options to subscribe for 15,000,000 ordinary shares (“Option”) outstanding.

Subject to the passing of the Ordinary Resolution 4, the Company would be allowed under the buyback mandate to repurchase a maximum of 34,550,000 Shares on the basis that no further shares will be issued or repurchased and no Options will be exercised prior to the date of the forthcoming Annual General Meeting.

FUNDING OF REPURCHASES

As noted above, the Listing Rules restrict shares repurchases on the Stock Exchange in any calendar month to a maximum of 25% of the total number of the relevant securities that were traded on the Stock Exchange in the immediately preceding calendar month. The Directors propose that repurchases of Shares under the buyback mandate in these circumstances would be financed from the Company’s distributable reserves and proceeds of a fresh issue of shares obtained pursuant to the general mandate to the Directors to issue new shares under the Ordinary Resolution 5 to be proposed at the Annual General Meeting (if any).

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Memorandum of Association and Bye-laws of the Company and the laws of Bermuda.

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the Annual Report for the year ended 31st December, 2001) in the event that the repurchase mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the repurchase mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are purchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

— 3 —

MARKET PRICES

The highest and lowest prices at which Shares of the Company have been traded on the Stock Exchange during each of the period from April 2001 to March 2002 were as follows:

		Shares
	Highest		Lowest
	HK$		HK$
April 2001	0.29		0.246
May 2001	0.375		0.25
June 2001	0.465		0.305
July 2001	0.45		0.34
August 2001	0.365		0.25
September 2001	0.42		0.275
October 2001	0.46		0.365
November 2001	0.55		0.400
December 2001	0.53		0.375
January 2002	0.51		0.39
February 2002	0.445		0.395
March 2002	0.405		0.32

DISCLOSURE OF INTEREST

The Directors have undertaken to the Stock Exchange to exercise the powers of the Company to make purchases under the Repurchase Proposal in accordance with the Listing Rules and laws of Bermuda.

If a shareholder’s proportionate interest in the voting rights of the Company increases as a result of the Directors exercising the powers to repurchase Shares pursuant to the Repurchase Proposal, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Hong Kong Code on Takeovers and Mergers (the “Takeovers Code”). As at 26th April, 2002, the latest practicable date prior to the printing of this circular, Mr. Lai Kam Wing, Jimmy, Director of the Company, was interested in a sum of 120,900,000 shares, representing 34.99% of the Shares issued by the Company. In the event that the Directors exercised in full the power to repurchase Shares of the Company in accordance with the terms of the ordinary resolution to be proposed at the Annual General Meeting, the interest of Mr. Lai Kam Wing, Jimmy in the Shares of the Company would be increased to approximately 43.74% of the issued Shares of the Company and he would be obliged to make a mandatory offer under Rule 26 of the Takeovers Code as a result of such increase. The Directors have no present intention to exercise the repurchase mandate to such extent that would give rise an obligation to him to make a mandatory offer under Rule 26 of the Takeovers Code.

The Company has no present intention to exercise the repurchase mandate to such extent that the public holding of securities of the Company would be reduced below 25% of the issued Shares of the Company.

— 4 —

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates presently intends to sell shares to the Company under the Repurchase Proposal in the event that the Repurchase Proposal is approved by the shareholders.

The Company has not been notified by any connected persons of the Company that they have a present intention to sell any Shares, or that they have undertaken not to sell any Shares held by them to the Company in the event that the Repurchase Proposal is approved by its shareholders.

SHARES PURCHASES MADE BY THE COMPANY

No purchase of Shares has been made by the Company during the last twelve months (whether on the Stock Exchange or otherwise).

RESOLUTIONS TO BE PROPOSED AT THE ANNUAL GENERAL MEETING

The Ordinary Resolution 4 to be proposed at the Annual General Meeting relates to the granting of a general mandate to the Directors of the Company to repurchase, on the Stock Exchange, shares up to a maximum of 10% of the issued share capital of the Company as at the date of the Resolution (the “Repurchase Proposal”).

The Ordinary Resolution 5 to be proposed at the Annual General Meeting relates to the granting of a general mandate to the Directors to issue new shares up to a maximum of 20% of the existing issued share capital of the Company; in addition, subject to separate approval of shareholders of Ordinary Resolution 6, the number of shares purchased by the Company under the Repurchase Proposal will also be added to the 20% general mandate as mentioned above.

The Ordinary Resolution 6 to be proposed at the Annual General Meeting relates to the extension of the general mandate to be granted to the Directors to issue new shares during the relevant period by adding to it the number of shares purchased under the Repurchase Proposal, if any.

PROXY ARRANGEMENT

A form of proxy for use at the Annual General Meeting is enclosed with the Annual Report for the year ended 31st December, 2001. To be valid, the form of proxy must be complete in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority at 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 appointed for holding the meeting. Completion and delivery of the form of proxy will not prevent you from attending and voting at the Annual General Meeting.

— 5 —

RECOMMENDATION

Your Directors consider that the Repurchase Proposal and the granting of the general mandate to issue new shares are in the best interests of the Company and its shareholders and accordingly recommend that all shareholders should vote in favour of Resolutions 4 to 6 to be proposed at the Annual General Meeting as they intend to do themselves in respect of the shares controlled by them.

Yours faithfully, Lam Kam Wing, Jimmy Chairman

— 6 —