Kingwell Group Limited — Proxy Solicitation & Information Statement 2004

Aug 25, 2004

IMPORTANT

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stock broker, licensed corporation, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or otherwise transferred all your shares in FT Holdings International Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stock broker, licensed corporation, or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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 星采控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 559)

PROPOSED CHANGE OF NAME

A notice convening the special general meeting of FT Holdings International Limited to be held at No. 7, 2nd Floor, Kingsford Industrial Centre, 13 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong, at 9:00 a.m. on Friday, 17 September 2004, is set out on page 3 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrars and transfer office of FT Holdings International Limited, Tengis Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

* For identification purposes only

25 August 2004

LETTER FROM THE BOARD

FT HOLDINGS INTERNATIONAL LIMITED 星采控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 559)

Executive Directors: Mr. Chau Lai Him Mr. Hui Chun Lam Mr. Chu Yuk Kuen Mr. Lam Kwan Sing Mr. Lei Hong Wai

Independent non-executive Directors: Mr. Chun Jay Ms. Lo Miu Sheung, Betty Mr. Chung Kam Kwong

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

Head office and principal place of business in Hong Kong: No. 7, 2nd Floor Kingsford Industrial Centre 13 Wang Hoi Road Kowloon Bay Kowloon Hong Kong 25 August 2004

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF NAME

PROPOSED CHANGE OF NAME

To reflect the recent change in control and management of FT Holdings International Limited (the “Company”), it was announced on 20 August 2004 that the board of directors (the “Directors”) of the Company proposes to change the English name of the Company from “FT Holdings International Limited” to “Hua Yi Copper Holdings Limited” (the “New Company Name”), which would require the approval of the shareholders of the Company (the “Shareholders”) at a special general meeting of the Company. After the New Company Name becomes effective, the Company will adopt the Chinese name of “華 藝銅業控股有限公司 ” in place of its current Chinese name of “星采控股有限公司 ” for identification purpose. The purpose of this circular is to give the Shareholders further information regarding the proposal.

STATUS OF EXISTING CERTIFICATES

The proposed change of name will not affect the rights of the Shareholders. All existing share certificates in issue bearing the present name of the Company will, after the proposed change of name becomes effective, continue to be evidence of title to the shares of the Company and will be valid for trading, settlement and registration purposes.

* For identification purposes only

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LETTER FROM THE BOARD

There will not be any arrangement for free exchange of existing share certificates for new share certificates under the new name of the Company. Any new share certificates of the Company will be issued in the new name after the proposed change of name becomes effective.

SPECIAL GENERAL MEETING

A notice convening the special general meeting to be held at No.7, 2nd Floor, Kingsford Industrial Centre, 13 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong at 9:00 a.m. on Friday, 17 September 2004, for the purpose of considering the proposal to change the Company’s name is contained on page 3 of this circular.

PROCEDURES FOR DEMANDING POLL BY THE SHAREHOLDERS

Pursuant to Bye-law 66 of the Company, on a poll every member present in person or by proxy or, in the case of a member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. A resolution put to the vote of a meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

• (a) by the chairman of such meeting; or

• (b) by at least three members present in person (or in the case of a member being a corporation, by its dully authorised representative) or by proxy for the time being entitled to vote at the meeting; or

• (c) by a member or members present in person (or in the case of a member being a corporation, by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all members having the rights to vote at the meeting; or

• (d) by a member or members present in person (or in the case of a member being a corporation, by its duly authorised representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

A demand by a person as proxy for a member or, in the case of a member being a corporation, by its duly authorised representative shall be deemed to be the same as a demand by a member.

RECOMMENDATION

The Directors believe that the proposed change of the English name of the Company is in the best interests of the Company and the Shareholders and therefore recommend the Shareholders to vote in favour of the special resolution at the aforesaid special general meeting.

Yours faithfully, By order of the board FT Holdings International Limited Chau Lai Him Chairman and Managing Director

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NOTICE OF SPECIAL GENERAL MEETING

FT HOLDINGS INTERNATIONAL LIMITED 星采控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 559)

NOTICE IS HEREBY GIVEN that a special general meeting of FT Holdings International Limited (the “Company ”) will be held at No.7, 2nd Floor, Kingsford Industrial Centre, 13 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong at 9:00 a.m. on Friday, 17 September 2004, for the purpose of considering and, if thought fit, passing, with or without modification, the following resolution of FT Holdings International Limited as a special resolution:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon the approval of the Registrar of Companies of Bermuda, the proposed change of English name of the Company from “FT Holdings International Limited” to “Hua Yi Copper Holdings Limited” be and is hereby approved and any director of the Company be and is hereby authorised generally to do all things necessary, appropriate or desirable to effect and implement the foregoing change of English name.”

By order of the board FT Holdings International Limited Chau Lai Him Chairman and Managing Director

Hong Kong, 25 August 2004

Head office and principal place of business in Hong Kong: No. 7, 2nd Floor Kingsford Industrial Centre 13 Wang Hoi Road Kowloon Bay Kowloon Hong Kong

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

Notes:

1. A shareholder entitled to attend and vote at the above meeting may appoint one or more than one proxy to attend and to vote in his stead. A proxy need not be a shareholder of the Company.

1. Where there are joint registered holders of any Share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Shares shall be entitled to vote in respect thereof to the exclusion of the votes of the other joint holders.

2. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof must be delivered to the Company’s branch share registrars and transfer office, Tengis Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

• For identification purposes only

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