Kingwell Group Limited - Proxy Solicitation & Information Statement 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 licensed securities dealer or other licensed corporation, a 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, licensed securities dealer, 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)

CONTINUING CONNECTED TRANSACTIONS

AND

MAJOR AND CONNECTED TRANSACTION PROVISION OF CORPORATE GUARANTEES

Independent financial adviser to the independent board committee and the independent shareholders of FT Holdings International Limited

Partners Capital International Limited

A letter from the independent board committee of FT Holdings International Limited is set out on page 13 of this circular. A letter from the independent financial adviser, Partners Capital International Limited, containing its advice to the independent board committee of FT Holdings International Limited is set out on pages 14 to 26 of this circular.

A notice convening the special general meeting of FT Holdings International Limited to be held at Unit 501, 5th Floor, Riley House, 88 Lei Muk Road, Kwai Chung, New Territories, Hong Kong, on Friday, 6 August 2004 at 9:00 a.m., is set out on pages 33 to 35 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

21 July 2004

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the FT Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Letter from Partners Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Appendix – General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27
Notice of Special General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33

DEFINITIONS

In this circular, the following expressions have the meanings set out below unless the context requires otherwise:

“Announcement” the announcement dated 30 June 2004 made by FT Holdings in relation to, amongst other things, the results of the special general meeting held on 30 June 2004, extension of long stop date, the Continuing Connected Transactions and the provision of Corporate Guarantees
“associate(s)” has the meaning ascribed thereto under the Listing Rules
“Cap” the maximum value of the Continuing Connected Transactions for each of the three years ending 31 March 2007 as described in the letter from the FT Board contained in this circular
“Completion” completion of the transactions pursuant to the agreement dated 25 March 2004 under which FT Holdings has conditionally agreed to acquire the entire issued share capital of Dongguan Hua Yi and Wah Yeung, and the plant and machinery and the land and buildings comprising the production base and facilities of the Copper Group
“Continuing Connected the sale of copper wires and other related products by Transactions” the Copper Group to the Remaining Solartech Group after Completion pursuant to the S&P Agreement constituting non-exempt continuing connected transactions
“Copper Group” the group comprising Dongguan Hua Yi (including the plant and machinery and a parcel of land currently owned by it), Hua Yi and Wah Yeung and the other assets employed and liabilities incurred (including the land and buildings currently owned by a whollyowned subsidiary within the Remaining Solartech Group) for the business of manufacture and trading of copper rod and related products
“Corporate Guarantees” the joint and several corporate guarantees provided by the Remaining Solartech Group and the Copper Group to secure the banking facilities for use by both of them
“Dongguan Hua Yi” Dongguan Hua Yi Brass Products Company Limited, a wholly foreign owned enterprise established under the laws of the PRC on 28 December 1995 and an indirect wholly-owned subsidiary of Solartech

– 1 –

DEFINITIONS

“Enlarged FT Group”	FT Holdings and its subsidiaries including Copper
	Group
“FT Board”	board of directors of FT Holdings
“FT Director(s)”	director(s) of FT Holdings
“FT Group”	FT Holdings and its subsidiaries
“FT Holdings” or “Company”	FT Holdings International Limited, a company
	incorporated in Bermuda, the shares of which are listed
	on the main board of the Stock Exchange
“FT Shares”	ordinary shares of HK$0.01 each in the share capital
	of FT Holdings
“FT Shareholders”	holders of the FT Shares
“Hong Kong”	the Hong Kong Special Administrative Region of the
	PRC
“Hua Yi”	Hua Yi Copper Products Company Limited, a company
	incorporated in Hong Kong with limited liability on 6
	May 1998 and a wholly-owned subsidiary of Wah
	Yeung
“Indemnity Agreement”	the indemnity agreement to be entered into between
	Solartech and FT Holdings, pursuant to which
	Solartech will indemnify FT Holdings for itself and as
	trustee for the Copper Group against any loss, actions,
	claims or demands suffered by/against the Copper
	Group in connection with any funds drawn down by
	the Remaining Solartech Group from the banking
	facilities secured by the Corporate Guarantees
“Independent Board Committee”	an independent committee of the FT Board comprising
	Mr. Chun Jay and Ms. Lo Miu Sheung, Betty, the
	independent non-executive directors of FT Holdings,
	formed for the purpose of advising the Independent
	FT Shareholders in relation to the Continuing
	Connected Transactions subject to the Cap and the
	provision of Corporate Guarantees including the S&P
	Agreement and the Indemnity Agreement

“Independent FT Shareholders” FT Shareholders who are not interested in the Continuing Connected Transactions subject to the Cap and the provision of Corporate Guarantees including the terms of S&P Agreement and the Indemnity Agreement (specifically excluding Solartech, Mr. Chau and their respective associates)

– 2 –

DEFINITIONS

“Latest Practicable Date”	19 July 2004, being latest practicable date for
	ascertaining certain information for inclusion in this
	circular
“Listing Rules”	Rules Governing the Listing of Securities on the Stock
	Exchange
“Mr. Chau”	Mr. Chau Lai Him, Chairman and Managing Director
	of the Solartech
“Partners Capital”	Partners Capital International Limited, the
	independent financial adviser to the Independent
	Board Committee and the Independent FT
	Shareholders and a licensed corporation to carry out
	type 1 and 6 regulated activities under the SFO
“PRC”	People’s Republic of China, and for the purpose of
	this circular only, excludes Hong Kong
“Remaining Solartech Group”	the Solartech Group excluding the Copper Group
“S&P Agreement”	the master supply and purchase agreement to be
	entered into between the Copper Group and the
	Remaining Solartech Group in respect of the sale of
	copper wires and other related products by the Copper
	Group to the Remaining Solartech Group for the three
	years ending 31 March 2007
“SFO”	Securities and Futures Ordinance (Chapter 571 of the
	laws of Hong Kong)
“Solartech”	Solartech International Holdings Limited, a company
	incorporated in Bermuda, the shares of which are listed
	on the main board of the Stock Exchange
“Solartech Group”	Solartech and its subsidiaries
“Special General Meeting”	the special general meeting of FT Holdings to be held
	on Friday, 6 August 2004, the notice of which is set
	out on pages 33 to 35 of this circular to seek the
	Independent FT Shareholders’ approval of the
	Continuing Connected Transactions subject to the Cap
	and the provision of Corporate Guarantees including
	the S&P Agreement and the Indemnity Agreement
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Wah Yeung”	Wah Yeung Capital Resources Limited, a company
	incorporated in the British Virgin Islands with limited
	liability on 13 May 1997 and an indirect wholly-owned
	subsidiary of Solartech
“HK$”	Hong Kong dollar(s)
“%”	per cent.

– 3 –

LETTER FROM THE FT BOARD

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

(Incorporated in Bermuda with limited liability)

Executive Directors: Mr. Ng Tak Chak, Nelson Mr. Chu Yuk Kuen Mr. Lam Kwan Sing Mr. Lei Hong Wai Mr. Yip Kwok Cheung

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

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

Head office and principal place of business in Hong Kong: Unit 501, 5th Floor Riley House 88 Lei Muk Road Kwai Chung New Territories Hong Kong 21 July 2004

To the FT Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS AND MAJOR AND CONNECTED TRANSACTION PROVISION OF CORPORATE GUARANTEES

INTRODUCTION

It was announced on 30 June 2004 that the FT Board proposes to seek Independent FT Shareholders’ approval of the Continuing Connected Transactions subject to the Cap and the provision of Corporate Guarantees including the S&P Agreement and the Indemnity Agreement.

The purpose of this circular is to provide you with, among other things, further details of the Continuing Connected Transactions, the Cap, the S&P Agreement and the provision of Corporate Guarantees and the advice of Partners Capital to the Independent Board Committee and the Independent FT Shareholders and the recommendation of the

* For identification purposes only

– 4 –

LETTER FROM THE FT BOARD

Independent Board Committee to the Independent FT Shareholders as regards the Continuing Connected Transactions subject to the Cap and the provision of Corporate Guarantees including the S&P Agreement and the Indemnity Agreement.

SALE OF COPPER WIRES AND OTHER RELATED PRODUCTS

Background

The Copper Group is principally engaged in the manufacture and trading of copper rods and other related products in the PRC and Hong Kong. Products manufactured and sold by the Copper Group include copper rods of various diameters and copper wires with tinsel, enamel or tin coating. The Copper Group has been selling its products to manufacturers of electrical appliances and components in the PRC and Hong Kong, including the Remaining Solartech Group, as raw materials for cable and wires. For each of the years ended 31 March 2002, 2003 and 2004, the sale of copper wires and other related products by the Copper Group to the Remaining Solartech Group amounted to approximately HK$128 million, HK$124 million and HK$152 million respectively.

After Completion, the Copper Group will become a subsidiary of FT Holdings, and Solartech will become the controlling shareholder of FT Holdings and therefore a connected person of FT Holdings under the Listing Rules. The Remaining Solaretech Group will continue to engage in its existing principal business of manufacturing and trading of cables and wires, connectors and terminals. The Remaining Solartech Group intends to continue to purchase copper wires and other related products from the Copper Group as raw materials used for the manufacture of products for sale to its customers. In view of the fact that the Remaining Solartech Group has been a major customer of the Copper Group in the last three years, the FT Board considers that it would be in the commercial interest of the FT Group to continue its established business relationship with the Remaining Solartech Group and to supply copper wires and related products to the Remaining Solartech Group after Completion. As the value of the sale of the copper wires and other related products by the Copper Group to the Remaining Solartech Group is expected to exceed HK$10,000,000 per annum, the transactions will therefore constitute non-exempt continuing connected transactions for FT Holdings under Rule 14A(35) of the Listing Rules and are subject to the reporting, announcement and independent shareholders’ approval requirements of the Listing Rules.

Subject to approval by the Independent FT Shareholders at the Special General Meeting, the Copper Group and the Remaining Solartech Group will prior to completion enter into the S&P Agreement in respect of the Continuing Connected Transactions for a term of three years ending 31 March 2007 setting out the basic terms and conditions, including the basis for the calculation of the sales value and payment terms, of the Continuing Connected Transactions.

– 5 –

LETTER FROM THE FT BOARD

Listing Rules Implications

FT Holdings will seek the approval by the Independent FT Shareholders by way of a poll at the Special General Meeting of the Continuing Connected Transactions subject to the Cap including the S&P Agreement for the three years ending 31 March 2007 on the following conditions:

(a) the amount of sale of the copper wires and other related products to Remaining Solartech Group by the Copper Group will not exceed the Cap, being HK$255 million, HK$270 million and HK$280 million for each of the financial years ending 31 March 2005, 2006 and 2007 respectively;
(b) the Continuing Connected Transactions will comply with the following:
(i) they will be entered into in the usual and ordinary course of businesses of the Copper Group;
(ii) they will be conducted either on normal commercial terms, or if there is no available comparison, on terms no less favourable to the Copper Group than terms available to independent third parties; and
(iii) they will be entered into in accordance with the terms of the S&P Agreement that are fair and reasonable and in the interests of FT Holdings and the FT Shareholders as a whole; and
(c) compliance by FT Holdings with all other relevant requirements under the Listing Rules.

Basis for the Cap

The Cap for the Continuing Connected Transactions for each of the three years ending 31 March 2005, 2006 and 2007 of HK$255 million, HK$270 million and HK$280 million respectively is determined based on:

(a) the estimated volume of copper wires and other related products to be supplied to the Remaining Solartech Group with reference to the indicative orders received from the Remaining Solartech Group for the three years ending 31 March 2007;
(b) the actual sales volume between the Copper Group and the Remaining Solartech Group in the past three financial years and the expected growth of sales for each of the three years during the term of the S&P Agreement;
(c) the selling price per metric tonne of the copper wires and other related products estimated with reference to the then prevailing selling price of copper as quoted on the London Metal Exchange at the time the purchase orders are confirmed; and

– 6 –

LETTER FROM THE FT BOARD

(d) the processing fee per metric tonne for the copper wires and other related products (which varies depending on the desired diameter of the copper wires being ordered) with reference to the fees charged by the Copper Group to other independent customers who are not connected persons (as defined in the Listing Rules) of the FT Group for similar transactions.

The FT Directors (including the independent FT Directors) consider that the S&P Agreement and the Continuing Connected Transactions subject to the Cap, which are based on normal commercial terms, are in the interests of FT Holdings and the FT Shareholders as a whole and that the basis of the Cap is fair and reasonable.

PROVISION OF CORPORATE GUARANTEES

Background

Prior to Completion, the Remaining Solartech Group and the Copper Group have in place financing arrangements with their bankers in respect of banking facilities for their use whereby each of them has provided joint and several Corporate Guarantees to secure these banking facilities. The aggregate amount of facilities available for use by both parties under the above banking facilities arrangements is HK$121.2 million, for which each of the Remaining Solartech Group and the Copper Group has provided Corporate Guarantees of approximately HK$116.2 million.

The funds drawn down by the Copper Group from the above banking facilities are mainly applied for the purchase of copper cathode used in the manufacturing of its copper rods and other related products whereas those drawn down by the Remaining Solartech Group are utilised for the purchase of raw materials including copper wires from the Copper Group. For reference purpose only, the total amount drawn down by the Copper Group and the Remaining Solartech Group as at 30 June 2004 are approximately HK$74.1 million and HK$38.4 million respectively.

The Remaining Solartech Group and the Copper Group have been in negotiation with their bankers to reorganise the aforesaid banking facilities. In future, each of the Copper Group and the Remaining Solartech Group will have their own banking facilities which will be secured by their own assets and/or corporate guarantees. No guarantees or securities will be provided by the Copper Group in favour of the Remaining Solartech Group for any banking facilities of the Remaining Solartech Group. However, the necessary procedures and documentation would take time to complete and therefore it is expected that the Corporate Guarantees for the banking facilities will continue for an interim period after Completion up to 31 March 2005, being the next financial year end date of Solartech.

As a result of the provision of the Corporate Guarantees, a contingent liability amounted to approximately HK$116.2 million as provided under the Corporate Guarantees will arise to the FT Group. However, it is contemplated that prior to Completion, Solartech and FT Holdings will enter into the Indemnity Agreement, pursuant to which Solartech will indemnify FT Holdings for itself and as trustee for the Copper Group against any

– 7 –

LETTER FROM THE FT BOARD

loss, actions, claims or demands suffered by/against the Copper Group in connection with any funds drawn down by the Remaining Solartech Group from the above banking facilities. Accordingly, FT Group is not anticipated to suffer any loss in this regard.

Listing Rules Implications

After Completion, the Copper Group will become a subsidiary of FT Holdings and Solartech will become the controlling shareholder of FT Holdings and therefore a connected person of FT Holdings under the Listing Rules. As the percentage ratio of the amount of Corporate Guarantees provided by the Copper Group for the banking facilities available for use by the Remaining Solartech Group calculated in accordance with Rule 14.07 of the Listing Rules (other than the profits ratio) represent more than 2.5% and the amount of such Corporate Guarantees exceeds HK$10 million, the Corporate Guarantees will therefore constitute a non-exempt connected transaction for FT Holdings under Rule 14A(66)(2) of the Listing Rules and is subject to the reporting, announcement and independent shareholders’ approval requirements of the Listing Rules. The Corporate Guarantees also constitute a major transaction for FT Holdings under the Listing Rules.

FT Holdings will seek the approval by the Independent FT Shareholders of the Corporate Guarantees including the Indemnity Agreement by way of a poll at the Special General Meeting. Details of the Corporate Guarantees will be disclosed in FT Holding’s next annual report and accounts.

FINANCIAL AND TRADING PROSPECTS OF FT GROUP

The FT Group is principally engaged in the (i) design, manufacture and sale of life-like plants; (ii) production, acquisition and distribution of television programmes and the provision of related multimedia services; and (iii) sale of festival gift products through an internet portal.

During the year 2003, the FT Group recorded a total turnover of approximately HK$82 million which consisted of HK$67 million from the core business in manufacturing and sales of life-like Christmas trees and other foliaged products and approximately HK$15 million from the multi-media business.

The overall loss attributable to FT Shareholders was approximately HK$64 million while a loss of HK$82 million was noted in 2002. The improvement in the operating results of the FT Group was mainly due to the substantial reduction in provision for aged and doubtful debts in 2003 as most of aged and doubtful debts had been provided for in 2002.

Core Business

The sales of Christmas trees to United States continues to be the major product and market of the FT Group’s score business.

– 8 –

LETTER FROM THE FT BOARD

The turnover of the core business has decreased by approximately 36% to the amount of HK$67 million in 2003 as compared to HK$105 million in 2002 as:

(a) The FT Group was also engaged in the trading of certain decorative products in the amount of approximately HK$18 million in 2002. In view of low profit margin and keen competition from the other suppliers, such activities were ceased during the year 2003; and
(b) As mentioned in the Interim Report, the outbreak of the SARS in mid 2003 resulted in the cancellation of certain appointments by our customers and we have to defer our production schedules and certain orders were cancelled due to delay in production.

The segment loss was approximately HK$30 million as compared to approximately HK$24 million in 2002 since there was a loss in the disposal and impairment of certain properties, plant and machinery of approximately HK$6 million as a result of the centralisation of the FT Group’s production facilities into a single location in Dongguan, PRC for efficient and effective management. The decrease in sales volume also attributed to the enlargement of the loss recorded.

The raw material prices of the FT Group’s products has been increasing since the end of 2003. The profit margin would be sqeezed as it is hard for the FT Group to transfer the cost increment to our customers who have received our price quotations. In view of which, the FT Group is actively restructuring the FT Group’s business operation, including the streamline of human resources, re-engineering of the production flow and the other measurable means which are of cost effective. The FT Directors are of the opinion that the profit margin of the FT Group’s products would only be moderately affected in 2004.

The FT Group continues to expand its core business gradually with available internal resources and is exploring the possibility of utilising subcontractors to develop a line of middle to low priced products to compete with other industrial participants and to capture other market segments.

The FT Group is also formulating certain co-operation possibilities with some other factories specialising in ornaments and other accessories to enrich and support the FT Group’s development of new product lines.

Multi-media Business

In 2003, the media market continues to be depressed and weak. SARS has rendered China, particularly Beijing. That impacted the FT Group’s operation badly on two fronts. The regulatory body in Beijing was not functional and have therefore stopped all censorship activities for a long period. Finished work was not reviewed and sales effort, without the censorship approval, was not possible. TV stations were also not functioning at full capacity. Program buying activities went to a grinding halt and was not restored to a normal level until very late in the year. The FT Group’s turnover for the year dropped to approximately HK$15 million. Loss before finance cost was reduced to approximately HK$5 million as

– 9 –

LETTER FROM THE FT BOARD

compared to HK$15 million in 2002 due to the smaller provision for aged and doubtful debts during the year 2003 as most of aged and doubtful debts had been provided for in 2002.

Our 9:30 Theatre maintained a breakeven performance in 2003, again badly hit by lower advertising rates and volume since a lot of advertisers stopped advertising altogether during the SARS period.

Given the adverse market situation and the limited resources available, our company only produced 30 hours of drama series in 2003. Censorship approval was obtained very late in 2003 and distribution effort only began at the end of 2003. For the 80 hours of purchased programmes, we received final censorship approval partly in the 3rd quarter and partly in the 4th quarter of 2003. Sales effort began in the 4th quarter of 2003 and so far, revenue is in line with our projection.

The management of the FT Group has reviewed the strategy for 2004 and has made the following decisions.

(a) 9:30 Theater will be terminated. The advertising market is volatile and we believe resources invested elsewhere will generate a higher return;
(b) Sales and distribution efforts for our programmes on hand will be stepped up. This will apply to both the programmes that the Company have produced and purchased; and
(c) In order to fully utilize our strong distribution team in China, management is pursuing the following projects.
(i) To act as distribution agent for TV programmes. With Closer Economic Partnership Arrangement, there will be more Hong Kong companies producing for the China market. Yet, they do not have the distribution structure in place. FT Holdings is well placed to capitalize on this positive market development; and
(ii) FT Holdings will continue to purchase high quality imported series. The capital investments are lower and the cash return cycle is much shorter. The return is also healthy.

The management is optimistically prudent for the year 2004. The primary task of management is to aggressively collect account receivables to reduce our current debt level and to seek for new and high return projects.

– 10 –

LETTER FROM THE FT BOARD

Following the Completion regarding the acquisition of the Copper Group, the FT Directors are of the opinion that the FT Group’s income base will be greatly enhanced. The FT Shareholders would enjoy from the fruitful result from the growing demand in the PRC for the copper products.

SPECIAL GENERAL MEETING

A notice of the Special General Meeting to be held at 9:00 a.m. on Friday, 6 August 2004 at Unit 501, 5th Floor, Riley House, 88 Lei Muk Road, Kwai Chung, New Territories, Hong Kong for the purpose of considering and, if thought fit, approving the Continuing Connected Transactions subject to the Cap and the provision of Corporate Guarantees including the S&P Agreement and the Indemnity Agreement by way of poll is set out on pages 33 to 35 of this circular.

Upon Completion, Solartech will become the controlling shareholder interested in approximately 75.5% of the enlarged issued share capital of the Company. Moreover, Mr. Chau, Chairman and Managing Director of Solartech, is beneficially interested in 1,000,000 FT Shares, representing approximately 0.04% of the existing issued share capital of the Company. Accordingly, Solartech, Mr. Chau and their respective associates will not be allowed to vote on the proposed resolutions to approve the Continuing Connected Transactions subject to the Cap and the provision of Corporate Guarantees including the S&P Agreement and the Indemnity Agreement at the Special General Meeting.

There is a form of proxy for use at the Special General Meeting accompanying 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, 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 adjournment thereof should you so wish.

RECOMMENDATION

The Independent Board Committee has been established to advise the Independent FT Shareholders on the Continuing Connected Transactions subject to the Cap and the provision of Corporate Guarantees including the S&P Agreement and the Indemnity Agreement. Partners Capital has been appointed to advise the Independent Board Committee and the Independent FT Shareholders in this regard. Your attention is drawn to the letter from the Independent Board Committee set out on page 13 on this circular. Independent FT Shareholders are urged to read carefully the opinion of Partners Capital and the advice of the Independent Board Committee before making the voting decision.

The FT Board considers the Continuing Connected Transactions subject to the Cap and the provision of Corporate Guarantees including the S&P Agreement and the Indemnity Agreement are fair and reasonable in so far as the Independent FT Shareholders are

– 11 –

LETTER FROM THE FT BOARD

concerned and recommends the Independent FT Shareholders to vote in favour of the resolutions to be proposed at the Special General Meeting for approving the Continuing Connected Transactions subject to the Cap and the provision of Corporate Guarantees including the S&P Agreement and the Indemnity Agreement.

GENERAL

Your attention is drawn to the letter from the Independent Board Committee, the letter from Partners Capital, the additional information set out in the appendix to this circular and the notice convening the Special General Meeting.

Yours faithfully, For and on behalf of

FT Holdings International Limited Ng Tak Chak, Nelson Chairman

– 12 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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

(Incorporated in Bermuda with limited liability)

21 July 2004

To the Independent FT Shareholders

Dear Sir or Madam,

We have been appointed as members of the Independent Board Committee to advise you in connection with the Continuing Connected Transactions subject to the Cap and the provision of Corporate Guarantees including the S&P Agreement and the Indemnity Agreement, details of which are set out in the letter from the FT Board contained in this circular (the “Circular”). Terms defined in the Circular shall have the same meanings herein, unless the context otherwise requires.

We wish to draw your attention to the letter from the FT Board as set out on pages 4 to 12 of the Circular, which provides details of the Continuing Connected Transactions, the Cap, the S&P Agreement, the provision of Corporate Guarantees and the Indemnity Agreement. Your attention is also drawn on the letter from Partners Capital to the Independent Board Committee and the Independent FT Shareholders which contains its advices regarding the Continuing Connected Transactions subject to the Cap and the provision of Corporate Guarantees including the S&P Agreement and the Indemnity Agreement as set out on pages 14 to 26 of the Circular.

Having considered, amongst other things, the terms of the Continuing Connected Transactions subject to the Cap and the provision of Corporate Guarantees including the S&P Agreement and the Indemnity Agreement, and the recommendation from Partners Capital as stated in its aforesaid letter of advice, we consider the Continuing Connected Transactions subject to the Cap including the S&P Agreement and the interim continuation of the provision of the Corporate Guarantees including the terms of the S&P Agreement and the Indemnity Agreement are in the interests of FT Holdings and the FT Shareholders and are fair and reasonable so far as the Independent FT Shareholders are concerned. We therefore recommend you to vote in favour of the resolutions to be proposed at the Special General Meeting to approve the Continuing Connected Transactions subject to the Cap and the provision of Corporate Guarantees including the S&P Agreement and the Indemnity Agreement.

Yours faithfully,

Independent Board Committee Chun Jay and Lo Miu Sheung, Betty

Independent non-executive directors of FT Holdings International Limited

* For identification purposes only

– 13 –

LETTER FROM PARTNERS CAPITAL

The following is the full text of the letter from Partners Capital setting out its advice to the Independent Board Committee and the Independent FT Shareholders prepared for the purpose of inclusion in this circular.

Partners Capital International Limited

Room 1305, 13th Floor, 9 Queen’s Road Central, Hong Kong

21 July 2004

To the Independent Board Committee and the Independent FT Shareholders

Dear Sirs,

CONTINUING CONNECTED TRANSACTIONS AND MAJOR AND CONNECTED TRANSACTION PROVISION OF CORPORATE GUARANTEES

INTRODUCTION

We refer to our engagement to advise the Independent Board Committee and the Independent FT Shareholders in respect of the terms of the Continuing Connected Transactions and the provision of corporate guarantees by the Copper Group and the Remaining Solartech Group on a joint and several basis for banking facilities (the “Banking Facilities”) for use by both parties, particulars of which are set out in this circular (the “Circular”) to the FT Shareholders dated 21 July 2004 and in which this letter is reproduced. Unless the context requires otherwise, capitalised terms used in this letter shall have the same meanings as ascribed to them under the section headed “Definitions” in the Circular.

The FT Board announced on 1 April 2004 that FT Holdings entered into the acquisition agreement dated 25 March 2004 under which FT Holdings has conditionally agreed to procure the purchase and Solartech agreed to procure the sale of the entire ownership and interest in the Copper Group. After Completion, the Copper Group will become a subsidiary of FT Holdings and Solartech will become the controlling shareholder of FT Holdings and therefore a connected person of FT Holdings under the Listing Rules. As announced by FT Holdings on 30 June 2004, the Copper Group has from time to time supplied copper wires and other related products to the Remaining Solartech Group (which comprises all subsidiaries of Solartech excluding the Copper Group) before Completion and will continue to do so after Completion. As the value of the sale of the copper wires and other related products by the Copper Group to the Remaining Solartech Group is expected to exceed HK$10,000,000 per annum, the transactions will constitute non-exempt continuing connected transactions of FT Holdings under Rule 14A(35) of the Listing Rules and will be subject to approval by Independent FT Shareholders. In the meantime, FT Holdings also announced that before Completion each of the Copper Group and the Remaining Solartech Group has provided the Corporate Guarantees for the Banking Facilities used

– 14 –

LETTER FROM PARTNERS CAPITAL

by itself and the Remaining Solartech Group on a joint and several basis and it is expected the Corporate Guarantees will continue for an interim period after Completion. Under the Listing Rules, the Corporate Guarantees will constitute a major and connected transaction of FT Holdings and will be subject to approval by the Independent FT Shareholders. Partners Capital has been appointed to advise the Independent Board Committee as to whether (i) the terms of the Continuing Connected Transactions subject to the Cap including the S&P Agreement; and (ii) the provision of the Corporate Guarantees by the Copper Group including the Indemnity Agreement are fair and reasonable so far as the Independent FT Shareholders are concerned.

Partners Capital is not connected with FT Holdings; the directors, chief executive and substantial shareholders of FT Holdings or any of its subsidiaries or their respective associates; and therefore is considered suitable to give independent advice to the Independent Board Committee. Apart from normal professional fees payable to us in connection with this appointment, no arrangement exists whereby Partners Capital will receive any fees or benefits from FT Holdings; the directors, chief executive and substantial shareholders of FT Holdings or any of its subsidiaries; or the associates of each of them.

In formulating our opinion, we have relied on the accuracy of the information and representations contained in the Circular and have assumed that all information and representations made or referred to in the Circular as provided by the Directors were true at the time they were made and continue to be true as at the date of the Circular. We have also relied on our discussion with the FT Directors regarding the information and representations contained in the Circular. We have also assumed that all statements of belief, opinion and intention made by the FT Directors in the Circular were reasonably made after due enquiry. We consider that we have reviewed sufficient information to reach an informed view, to justify our reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our advice. We have no reason to suspect that any material facts have been omitted or withheld from the information contained or opinions expressed in the Circular nor to doubt the truth, accuracy and completeness of the information and representations provided to us by the FT Directors. We have not, however, conducted an independent in-depth investigation into the business and affairs of FT Holdings, Solartech, the Copper Group and their respective associates nor have we carried out any independent verification of the information supplied.

THE CONTINUING CONNECTED TRANSACTIONS

Principal factors and reasons considered

In arriving at our opinion regarding the terms of the Continuing Connected Transactions, we have considered the following principal factors and reasons:

(i) Background of and reasons for the Continuing Connected Transactions

The FT Group is principally engaged in the (i) design, manufacture and sale of life-like plants; (ii) production, acquisition and distribution of television programmes and the provision of related multi-media services; and (iii) sale of festival gift products through an internet portal.

– 15 –

LETTER FROM PARTNERS CAPITAL

The Copper Group is principally engaged in the manufacture and trading of copper rods and other related products in the PRC and Hong Kong. Products manufactured and sold by the Copper Group include copper rods of various diameters and copper wires with tinsel, enamel or tin coating. The Copper Group has been selling its products to manufacturers of electrical appliances and components in the PRC and Hong Kong, including the Remaining Solartech Group, as raw materials for cable and wires. For reference purpose, we have summarized and set out below the audited results of the Copper Group for the three years ended 31 March 2004, details of which are set out in the accountants’ report of the Copper Group as included in the circular of FT Holdings dated 14 June 2004:

		Year ended 31	March
	2002	2003	2004
	HK$’000	HK$’000	HK$’000
Turnover	399,808	391,553	623,745
Gross profit	19,437	19,501	34,008
Profit/(Loss)	(16,896)	7,961	26,006

As set out in the joint announcement of Solartech and FT Holdings dated 1 April 2004, the core business of FT Holdings has been experiencing difficult operating environment and the increase in raw material prices as a result of the unstable global political environment has squeezed the profit margin of the FT Group’s products. In light of the deterioration in the results of the FT Group and the profitable track record of the Copper Group since 31 March 2003, the FT Board considers that the acquisition of the Copper Group from the Solartech Group will enable the FT Group to diversify its business into the copper manufacturing industry, the products of which are enjoying a growing demand in the PRC; and to acquire a business with an established production, customer and revenue base.

As set out in the Letter from the FT Board contained in the Circular, the Copper Group has been selling its products to manufacturers of electrical appliances and components as raw materials for cable and wires in the PRC and Hong Kong, including the Remaining Solartech Group. For each of the three years ended 31 March 2004, the Copper Group has been selling copper wires and other related products to the Remaining Solartech Group, which amounted to approximately HK$128 million, HK$124 million and HK$152 million respectively, representing approximately 32.0%, 31.7% and 24.4% of the total turnover of the Copper Group for each of the three years ended 31 March 2004 respectively. As indicated by the FT Directors, the Remaining Solartech Group has been a major customer of the Copper Group and it is expected that the Remaining Solartech Group will continue to purchase copper wires and other related products from the Copper Group after Completion. Prior to Completion, the Copper Group and the Remaining Solartech Group will enter into a master sale and purchase agreement in respect of the Continuing Connected Transactions for a term of three years setting out the basic terms and conditions, including the basis for the calculation of the sales value and payment terms, of the Continuing Connected Transactions. It is anticipated that the

– 16 –

LETTER FROM PARTNERS CAPITAL

S&P Agreement will serve to maintain and develop long-term customer relationship and therefore secure a major customer for the copper wires and related products manufactured by the Copper Group for the forthcoming years. The FT Board considers that it would be in the commercial interest of the Copper Group to continue its established business relationship with the Remaining Solartech Group and to supply copper wires and related products to the Remaining Solartech Group after Completion.

Taking into consideration the significant proportion of the sale of copper wires and related products to the Remaining Solartech Group to the total turnover of the Copper Group during the three years ended 31 March 2004, we consider that the Continuing Connected Transactions can serve to continue its business relationship with a major customer of FT Group in the medium term and are in the commercial interest to FT Holdings and the FT Shareholders as a whole.

(ii) Terms of the Continuing Connected Transactions

(a) Pricing policy

Subject to approval by the Independent FT Shareholders at the Special General Meeting, the Copper Group and the Remaining Solartech Group will prior to Completion enter into the S&P Agreement in respect of the Continuing Connected Transactions for a term of three years ending 31 March 2007 setting out the basic terms and conditions, including the basis for calculation of the sales value and the payment terms, of the Continuing Connected Transactions.

Pursuant to the S&P Agreement, the price for the sale of copper wires and other related products will be determined based on (i) the prevailing selling prices of copper as quoted on the London Metal Exchange (the “LME”) for the previous month upon the purchase orders are confirmed; and (ii) a processing fee per metric tonne for the copper wires and other related products (which varies depending on the desired diameter of the copper wires being ordered). We were advised by the FT Directors that the aforesaid pricing formula under the S&P Agreement is construed as identical to that adopted uniformly for all customers of the Copper Group including other independent customers of the Copper Group.

Copper price quoted on the LME as the first pricing component

The LME is the world’s premier non-ferrous metals market, with highly liquid contracts. The LME provides the global forum for all those participants who wish to manage the risk of future price movements in non-ferrous metals. The LME also provides data to licensed distributors which include LME’s data in a range of their own products that they supply to end users.

In this connection, we are of the view that basing on the market copper price quoted by an authoritative and representative metal stock exchange as one of the components in determining the price for the sale of copper wires and other related products by the Copper Group to the Remaining Solartech Group is justifiable.

– 17 –

LETTER FROM PARTNERS CAPITAL

Processing fee as the second pricing component

As advised by the FT Directors, the processing fee chargable to the Remaining Solartech Group shall be determined with reference to the fees charged to other independent customers who are not connected persons (as defined in the Listing Rules) of the FT Group for similar transactions. In fact, based on a pre-determined price schedule (which sets out in detail the actual rates of processing fees subject to different product range and different sales volumes) to be adopted under the Continuing Connected Transactions, we were advised by the FT Directors that the Copper Group will be pricing its products for sale to the Remaining Solartech Group at a level universally applicable to all customers of the Copper Group, including other independent customers the Copper Group.

The FT Directors (including the independent non-executive FT Directors) consider that the Continuing Connected Transactions subject to the Cap, which are based on normal commercial terms, are in the interest of FT Holdings and the FT Shareholders as a whole.

In an effort to comply with the terms of the S&P Agreement, we understand from the FT Directors that all the quotations for the sale of copper wires and other related products by the Copper Group to the Remaining Solartech Group shall have to be reviewed and approved by the senior management of the Copper Group before finalization. All quotations to customers are required to be made in accordance with the pricing policy (as reflected in the pre-determined pricing schedule) of the Copper Group.

As advised by the FT Directors, the Copper Group had in the past been pricing its products sold to the Remaining Solartech Group at a level roughly at or just slightly above cost, as opposed to those higher levels (on a cost-plus margin basis) chargeable for products sold to other customers of the Copper Group. In this connection, we have reviewed those transacted orders in relation to the sale of the same category of copper wires and related products by the Copper Group to the Remaining Solartech Group versus an independent customer during the year ended 31 March 2004. Upon comparison, solely in terms of monetary value and without regard to substantially higher quantity ordered by the Remaining Solartech Group, we note that the processing fee for the same category of products charged by the Copper Group to the Remaining Solartech Group was lower than that charged to that independent customer in respect of the same category of copper wires and related products. In the past, the profitability of the Copper Group had been mainly relying on the sale of copper rods and other related products (other than those sold to the Remaining Solartech Group) to other independent customers.

– 18 –

LETTER FROM PARTNERS CAPITAL

However, the FT Directors confirmed that the revenue generated from the sale of the same category of copper wires and related products to that independent customer only represented less than 5% of the total revenue generated from the sale of all that same category of copper wires and related products by the Copper Group for the ended 31 March 2004. As further confirmed by the FT Directors, it is a common commercial practice and market norm for suppliers to offer better terms to customers placing purchase orders of larger quantity given the identical type of products. Hence, the Remaining Solartech Group should be entitled to be charged a lower processing fee given the overriding higher volume procured by it. It is also expected that, under the Continuing Connected Transactions, the adoption of a pre-determined price schedule shall serve to restore a common platform for the Copper Group to price its products for sale to the Remaining Solartech Group and all other independent customers in the marketplace.

In view of the above, in particular, the unified pricing policy universally applicable to all customers of the Copper Group (including the Remaining Solartech Group) and the stringent order approval mechanism to be implemented by the Copper Group and based on further confirmation from the FT Directors that the terms of the S&P Agreement to be executed will not be materially different from those already set out in the Announcement and this circular, we consider that the Continuing Connected Transactions are to be carried out on normal commercial terms.

(b) Payment terms

Upon enquiry with the FT Directors, we understand that it has been the policy of the Copper Group to offer payment terms to its customers for the purchase of similar products ranging from 30 to 60 days, which are determined in accordance with general market practice and after arm’s length negotiations with the individual customers with reference to their respective credibility record and the order amount. We understand that the Remaining Solartech Group as a major customer of the Copper Group will continue to be offered a credit period of 45 days after Completion. Given that such credit period is within the relevant range offered to other customers by the Copper Group, we consider that the payment terms being offered to the Remaining Solartech Group are on normal commercial terms.

In the meantime, we were also advised by the FT Directors that the receivables of the Copper Group generated from the sale of copper wires and related products to the Remaining Solartech Group during the past three financial years ended 31 March 2004 had been in general settled by the Remaining Solartech Group punctually within the agreed credit period. Taking into account the proven credibility demonstrated by the Remaining Solartech Group in the past, the FT Directors believe that the Remaining Solartech Group will be in a position to remain credible in the future with reference to its payment history.

– 19 –

LETTER FROM PARTNERS CAPITAL

(iii) Limits of the Continuing Connected Transactions

The Cap for the Continuing Connected Transactions under the S&P Agreement for each of the three years ending 31 March 2007 is estimated to be HK$255 million, HK$270 million and HK$280 million respectively as determined based on (a) the estimated volume of copper wires and related products to be supplied to the Remaining Solartech Group with reference to the indicative orders received from the Remaining Solartech Group for the three years ending 31 March 2007; (b) the actual sales volume between the Copper Group and the Remaining Solartech Group in the past three financial years ended 31 March 2004 and the expected growth of sales for each of the three years during the term of the S&P Agreement; (c) the selling price per metric tonne of the copper wires and other related products estimated with reference to the then prevailing selling price of copper as quoted on the LME at the time the purchase orders are confirmed; and (d) the processing fee per metric tonne for the copper rods and other related products (which varies depending on the desired diameter of the copper wires being ordered) with reference to the fees charged by the Copper Group to other independent customers who are not connected persons of the FT Group (as defined in the Listing Rules) for similar transactions.

Based on the respective Cap determined by the FT Directors, the compound annual growth rate for the estimated turnover generated under the Continuing Connected Transactions for the forthcoming three years ending 31 March 2007 would be approximately 5%, being the resultant of (i) the estimated annual growth rate of approximately 5.9% for the year ending 31 March 2006 and (ii) the estimated annual growth rate of approximately 3.7% for the year ending 31 March 2007. As a comparison for reference purpose, the turnover of the Copper Group generated from the sale of copper wires and other related products to the Remaining Solartech Group for each of the three years ended 31 March 2004 amounted to approximately HK$128 million, HK$124 million and HK$152 million respectively, which represented a compound annual growth rate of approximately 9%, being the resultant of (i) the negative growth rate of approximately 3.1% recorded for the year ended 31 March 2003 and (ii) the positive growth rate of approximately 22.6% recorded for the year ended 31 March 2004. On such basis, and taking into account the volume of copper wires and other related products estimated to be supplied to the Remaining Solartech Group, the movement of copper price and the average processing fee to be charged by the Copper Group, we are of the opinion that the FT Directors have taken a balanced approach in estimating the respective Cap of the Continuing Connected Transactions for each of the forthcoming three years ending 31 March 2007.

– 20 –

LETTER FROM PARTNERS CAPITAL

For illustration purpose, the following chart shows the movement of copper price since the beginning of 2004:

==> picture [394 x 187] intentionally omitted <==

----- Start of picture text -----

US$ per Highest copper
metric 3,200 price since the
tonne beginning of
3,100 2004 = US$3,170
3,000
2,900
2,800
2,700
2,600
2,500
2,400
2,300
01/01/2004 01/03/2004 30/04/2004 29/06/2004
Date
----- End of picture text -----

Source: London Metal Exchange

We were advised by the FT Directors that, in determining the Cap, the selling price of copper wires and other related products by the Copper Group to the Remaining Solartech Group is estimated to be at the high end of the range of copper price since the beginning of 2004. In the meantime, we were also advised by the FT Directors that, in determining the Cap, the processing fee to be charged has been gauged on a weighted average basis with reference to (i) the historical sales quantity of copper wires and other related products from the Copper Group to the Remaining Solartech Group for the year ended 31 March 2004 whereas such sales are considered to be recurrent in the future; and (ii) the pre-determined pricing schedule for the processing fee charged by the Copper Group universally applicable to all customers. On the above basis, we are of the opinion that the use of the recent high end of the market copper price and the methodology in determining the processing fee to be charged are acceptable for the purpose of determining the Cap.

As advised by the FT Directors, the estimated sales volume of copper wires and other related products from the Copper Group to the Remaining Solartech Group is calculated based on (i) the indicative orders from the Remaining Solartech Group for the three years ending 31 March 2007; (ii) the actual sales volume of copper wires and other related products between the Copper Group and the Remaining Solartech Group in the past three financial years ended 31 March 2004; and (iii) a buffer for growth of sales of approximately 5% for each of the three financial years during the term of the S&P Agreement. As a comparison, we note that for the three years ended 31 March 2004, the compound annual growth rate of the historical sales volume was approximately 5.7%, being the resultant of (i) the positive growth rate of approximately 12.2% recorded for the year ended 31 March 2003 and (ii) the negative growth rate of approximately 0.3% recorded for the year ended 31 March 2004.

– 21 –

LETTER FROM PARTNERS CAPITAL

Having regard to (i) the pricing policy as adopted by the Copper Group and the movement in the selling price of copper since the beginning of 2004; (ii) the methodology as adopted in determining the estimated sales volume of copper wires and other related products to the Remaining Solartech Group; (iii) the fact that the Continuing Connected Transactions are conditional upon the compliance by FT Holdings with all relevant requirements under the Listing Rules (as set out in the following paragraph headed “Conditions of the Continuing Connected Transactions”), including but not limited to, annual review and re-approval requirements, which is regarded as a mechanism to protect the interest of the Independent FT Shareholders, we consider that the Cap, which offers some flexibility after taking into account the buffer for growth of sales of approximately 5% for each of the three years during the term of the S&P Agreement, is acceptable for the purpose of accommodating the estimated sales volume of copper wires and related products to the Remaining Solartech Group in the forthcoming years. We are of the opinion that the basis on which the Cap is determined is fair and reasonable.

(iv) Conditions of the Continuing Connected Transactions

(a) the amount of sale of the copper wires and other related products to Remaining Solartech Group by the Copper Group for each of the financial years ending 31st March, 2005, 2006 and 2007 will not exceed the Cap, being HK$255 million, HK$270 million and HK$280 million for each of the financial years ending 31 March 2005, 2006 and 2007 respectively;
(b) the Continuing Connected Transactions will Company with the following:
(i) they will be entered into in the usual and ordinary course of businesses of the Copper Group;
(ii) they will be conducted either on normal commercial terms, or if there is no available comparison, on terms no less favourable to the Copper Group than terms available to independent third parties; and
(iii) they will be entered into in accordance with the terms of the S&P Agreement that are fair and reasonable and in the interests of FT Holdings and the FT Shareholders as a whole; and
(c) compliance by FT Holdings with all other relevant requirements under the Listing Rules.

– 22 –

LETTER FROM PARTNERS CAPITAL

Taking into account the conditions attached to the Continuing Connected Transactions, in particular (i) the respective limit imposed on the Cap for each of the three years ending 31 March 2007; and (ii) the compliance by FT Holdings with all relevant requirements under the Listing Rules, inter alia, ongoing review by the independent non-executive Directors and auditors of FT Holdings during the term of the Continuing Connected Transactions, we consider that FT Holdings has taken appropriate measures to govern FT Holdings in carrying out the Continuing Connected Transactions, thereby safeguarding the interests of the FT Shareholders thereunder.

CORPORATE GUARANTEES

Principal factors and reasons considered

In arriving at our opinion regarding the terms of the provision of the Corporate Guarantees, we have considered the following principal factors and reasons:

(i) Background

Prior to Completion, the Remaining Solartech Group and the Copper Group have in place financing arrangements with their bankers in respect of the Banking Facilities for common use by both parties whereby each of the Remaining Solartech Group and the Copper Group has provided the Corporate Guarantees to secure these separate Banking Facilities available to each of them. The aggregate amount of facilities available for common use by both parties under the above banking facilities arrangements is HK$121.2 million, for which each of the Remaining Solartech Group and the Copper Group has provided the Corporate Guarantees of approximately HK$116.2 million.

(ii) Significance of the Banking Facilities

As advised by the FT Directors, the funds drawn down by the Copper Group from the Banking Facilities are mainly applied for the purchase of copper cathode used in the manufacturing of its copper rods and other related products. Based on the information provided by the FT Directors, the total amount drawn down by the Copper Group under the Banking Facilities as at 30 June 2004 was approximately HK$74.1 million, which represents approximately 35.5 per cent. of the total borrowings of the Copper Group of approximately HK$208.9 million as at 31 March 2004.

In the absence of the Banking Facilities, the FT Directors indicate that the working capital level of the Copper Group might have been jeopardized, which in turn might have interrupted the daily operation and the production processes of the Copper Group. In the event that the provision of the Corporate Guarantees were voted against by the FT Shareholders, we understand from the FT Directors that the Copper Group will continue to negotiate with its bankers to reorganize the Banking Facilities in an appropriate manner.

– 23 –

LETTER FROM PARTNERS CAPITAL

(iii) Inevitable nature of the Corporate Guarantee

We understand from the FT Directors that before the Banking Facilities having been secured, the Copper Group has on its own solicited from various banks in Hong Kong banking facilities of a similar amount on a basis that no corporate guarantees are provided together with the Remaining Solartech Group on a joint and several basis. However, given the inadequate asset backing of the Copper Group, the borrowing request from the Copper Group in the absence of the provision of any corporate guarantees was eventually turned down by the banks, or the Copper Group was requested either to revise down the requested borrowing amount or to be charged with a pricing which is not considered as acceptable to the Copper Group. In order to meet its then funding requirements, the Copper Group kept negotiating and finally agreed with its existing principal bankers on the terms of the Banking Facilities with the inclusion of the provision of the Corporate Guarantees.

Given that it is a common practice for the banking industry to request borrowers to procure the provision of guarantees when considering the granting of banking facilities, we consider that it is not unreasonable for the bankers of the Copper Group to commercially request the provision of the Corporate Guarantee, especially after taking into account the elaboration from the FT Directors on (i) the then financial background of the Copper Group and (ii) the then relationship of the Copper Group and the Remaining Solartech Group under the same group.

(iv) Counter-indemnity given by Solartech

As set out in the Letter from the FT Board, it is contemplated that prior to Completion, Solartech and FT Holdings will enter into the Indemnity Agreement pursuant to which Solartech will indemnify FT Holdings (for itself and as trustee for the Copper Group) against any loss, actions, claims or demands suffered by/ against the Copper Group in connection with any funds drawn down by the Remaining Solartech Group from the Banking Facilities.

For reference purpose, the Remaining Solartech Group had net current assets of approximately HK$170 million as at 31 March 2003, which is nearly 1.5 times the amount of the Banking Facilities.

(v) Impact on the cash position of the Copper Group

As mentioned in the Letter from the FT Board, the total amount drawn down by the Copper Group and the Remaining Solartech Group as at 30 June 2004 were approximately HK$74.1 million and HK38.4 million respectively. In the event that the Remaining Solartech Group defaults and fails to repay the principal drawn down by it under the Banking Facilities (together with any interest incurred) at the due date or upon repayment call by the banks, the Copper Group will be required to discharge its obligation as guarantor to repay such amount (together with any interest incurred) upon request by the banks, and vice versa.

– 24 –

LETTER FROM PARTNERS CAPITAL

According to the accountants’ report of the Copper Group as set out in the circular of FT Holdings dated 14 June 2004, the bank balances and cash of the Copper Group as at 31 March 2004 amounted to approximately HK$68.3 million, representing approximately 1.8 times the funds drawn down by the Remaining Solartech Group. Notwithstanding that, in the event of any default by the Remaining Solartech Group in the Corporate Guarantees, we consider that there might be adverse impact on the cash position of the Copper Group. As a result of the provision of the Corporate Guarantees, a contingent liability amounted to approximately HK$116.2 million as provided under the Corporate Guarantees will arise to the FT Group. However, given the indemnity to be given by Solartech to FT Holdings (for itself and as trustee for the Copper Group), any loss, actions, claims or demands suffered by/against the Copper Group will be compensated by making demand to Solartech.

(vi) Delineation of banking facilities between the Copper Group and the Remaining Solartech Group

Notwithstanding the arrangement of the Corporate Guarantees under the Banking Facilities, as set out in the Letter from the FT Board, the Remaining Solartech Group and the Copper Group have been in negotiation with their bankers to reorganise the Banking Facilities. Efforts are now made to pursue that in future, each of the Copper Group and the Remaining Solartech Group will have their own banking facilities which will be secured by their own assets and/or corporate guarantees. Efforts are also made to pursue that no guarantees or securities will be provided by the Copper Group in favour of the Remaining Solartech Group for any banking facilities of the Remaining Solartech Group. However, the necessary procedures and documentation would take time to complete and therefore it is expected that the Corporate Guarantees will continue for at least an interim period up to 31 March 2005, being the next financial year end date of Solartech.

Having regard to the effort by the Copper Group to reorganize the Banking Facilities with an intention to eliminate its ongoing obligation as the guarantor of the Remaining Solartech Group under the Banking Facilities; and assuming that such reorganization of the Banking Facilities could take place before the end of the aforesaid interim period, we consider that the risk of potential cash outflow associated with the contingent liabilities of the Copper Group arising from the Corporate Guarantee could be mitigated.

RECOMMENDATIONS

The Continuing Connected Transactions

Having considered the factors set out above, in particular,

(i) the commercial justification for carrying out the Continuing Connected Transactions. In the absence of the Continuing Connected Transactions, the Copper Group confirms that it is highly difficult for it to secure a major customer in lieu of the Remaining Solartech Group;

– 25 –

LETTER FROM PARTNERS CAPITAL

(ii) the pricing methodology for carrying out the Continuing Connected Transactions which is universally applicable to all customers of the Copper Group, including the Remaining Solartech Group; and
(iii) the basis of estimating the Cap after taking into consideration various factors set out above,

we consider that the Continuing Connected Transactions subject to the Cap including the S&P Agreement are in the interests of FT Holdings and the FT shareholders and are fair and reasonable so far as the Independent FT Shareholders are concerned.

Corporate Guarantee

Having considered the factors set out above, in particular,

(i) the significance of the Banking Facilities to the operation of the Copper Group;
(ii) the inevitable nature of the Corporate Guarantees in the then procurement of the Banking Facilities;
(iii) the counter-indemnity to be given by Solartech to FT Holdings (for itself and as trustee for the Copper Group); and
(iv) the effort by the Copper Group to pursue for the elimination of the Corporate Guarantees within an interim period,

we consider that the interim continuation of the provision of the Corporate Guarantees including the Indemnity Agreement is in the interests of FT Holdings and the FT Shareholders and is fair and reasonable so far as the Independent FT Shareholders are concerned.

Accordingly, we recommend the Independent Board Committee to advise the FT Shareholders to vote in favour of the resolutions to be proposed at the Special General Meeting approving the Continuing Connected Transactions subject to the Cap and the provision of the Corporate Guarantees including the S&P Agreement and the Indemnity Agreement.

Yours faithfully, For and on behalf of Partners Capital International Limited Alan Fung Harry Yu Managing Director Director

– 26 –

APPENDIX

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the FT Group. The FT Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquires that, to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

2. DISCLOSURE OF INTERESTS

(a) Directors’ interests and short positions in the securities of FT Holdings and its associated corporations

As at the Latest Practicable Date, none of the FT Directors and chief executive of FT Holdings had or was deemed to have any interests or short position in the FT Shares, underlying FT Shares or debentures of FT Holdings or any of its associated corporations (within the meaning of Part XV of the SFO) which were (a) required to be notified to FT Holdings and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which the directors or the chief executives were taken or deemed to have under such provisions of the SFO); or (b) required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) required to be notified to FT Holdings and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules.

(b) Interests of substantial shareholders

As at the Latest Practicable Date, so far as is known to any director or chief executive of FT Holdings, the following persons (other than a director or chief executive of FT Holdings) had interests or short position in the FT Shares or underlying FT Shares which would fall to be disclosed to FT Holdings and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the FT Group:

			Approximate	Approximate %
			% to the	to the enlarged
			existing issued	issued share capital
		Number of	share capital	of the Company
Name	Capacity	FT Shares	of the Company	upon Completion
Solartech	Beneficial	8,000,000,000	308.7%	75.5%
	interests	(Note 1)
China Star Entertainment	Corporate	518,250,000	20.0%	4.89%
Limited	interests	(Note 2)
China Star HK Entertainment	Beneficial	518,250,000	20.0%	4.89%
Company Limited	interests	(Note 2)

– 27 –

APPENDIX

GENERAL INFORMATION

Note 1: These FT Shares represent the number of FT Shares to be acquired by Solartech pursuant to the agreement dated 25 March 2004, in which Solartech is deemed to be interested pursuant to the SFO.

Note 2: These FT Shares are beneficially owned by China Star HK Entertainment Company Limited, the issued shares of which are wholly and beneficially owned by China Star Entertainment Limited. Accordingly, China Star Entertainment Limited is deemed to be interested in these FT Shares.

Save as disclosed in (b) above, as at the Latest Practicable Date, so far as is known to the FT Directors or chief executive of FT Holdings, no person had interest or short position in the FT Shares or the underlying FT Shares which would fall to be disclosed to FT Holdings and the Stock Exchange under the provisions of Division 2 and 3 of Part XV of the SFO, or who was, directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings any other member of FT Group or had any option in respect of such capital.

(c) Other interests

Partners Capital did not have any shareholdings of any members of the FT Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the FT Group as at the Latest Practicable Date.

3. LITIGATION

As at the Latest Practicable Date, none of FT Holdings or any of its subsidiaries was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance is known to the FT Directors of FT Holdings to be pending or threatened against either FT Holdings or any of its subsidiaries.

4. CONSENT

Partners Capital has given and has not withdrawn its consent to the issue of this circular with the inclusion herein of its letter of advice and/or references to its name in the form and context in which they appear.

5. QUALIFICATION OF EXPERT

Partners Capital, a licensed corporation to carry out type 1 and 6 regulated activities under the SFO, has given its advice which is contained in this circular.

6. SERVICE CONTRACT

None of the FT Directors has any existing or proposed service contract with any member of the FT Group which does not expire or is not terminable by the FT Group within one year without payment of compensation (other than statutory compensation).

– 28 –

APPENDIX

GENERAL INFORMATION

7. INTERESTS IN CONTRACTS AND ASSETS

There is no contract or arrangement entered into by any member of the FT Group subsisting at the date thereof in which any FT Director is materially interested and which is significant in relation to the business of the FT Group.

Mr. Ng Tak Chak, Nelson, the Chairman and an executive FT Director, was interested in 7,000,000 shares of HK$0.01 each in Solartech as at the Latest Practicable Date. Save as aforesaid, none of the FT Directors or Partners Capital has, or has had, any direct or indirect interest in any assets which have been acquired, disposed of or leased to, or which are proposed to be acquired, disposed of or leased to, any members of the FT Group since 31 December 2003, the date to which the latest published audited financial statements of the FT Group were made up.

8. MATERIAL ADVERSE CHANGE

The FT Directors are not aware of any material adverse change in the financial or trading position of the FT Group since 31 December 2003, the date to which the latest audited financial statements of FT Holdings were made up.

9. COMPETING INTERESTS

As at the Latest Practicable Date, so far as the FT Directors are aware, none of the FT Directors or their respective associates had any interest in a business which competes or may compete with the business of the FT Group, or have or may have any other conflicts of interest with the FT Group pursuant to Rule 8.10 of the Listing Rules.

10. WORKING CAPITAL

The FT Directors are of the opinion that, taking into account the present available banking facilities and cash balances of the Enlarged FT Group, the Enlarged FT Group has sufficient working capital for its present requirements.

– 29 –

APPENDIX

GENERAL INFORMATION

11. STATEMENT OF INDEBTEDNESS

As at the close of business on 31 May 2004, being the latest practicable date for the purpose of this indebtedness statement, the FT Group had outstanding borrowings of approximately HK$30.4 million comprising secured bank loans of approximately HK$7.7 million, secured and unsecured trust receipt loans of approximately HK$1.8 million and HK$3.1 million, respectively, finance lease payable of approximately HK$0.3 million and other unsecured loans of approximately HK$17.5 million. Out of the total outstanding borrowings of approximately HK$30.4 million, approximately HK$0.6 million was long term loans. Out of the total outstanding borrowings of approximately HK$30.4 million, HK$12.3 million was guarantee loan and the remaining balance is unguaranteed. Certain land and buildings and motor vehicle with respective net book value of approximately HK$18.5 million and HK$0.2 million and a fixed deposit of HK$7.8 million were pledged to secure the mentioned facilities. As at 31 May 2004, the FT Group does not have material contingent liabilities.

Save as aforesaid and apart from intra-group liabilities, no member of the FT Group at the close of business on 31 May 2004 had outstanding mortgages, charges, debentures or other loan capital or bank overdrafts, loans, debt securities or other similar indebtedness, liabilities under acceptances or acceptances credits or hire purchase commitments, or any guarantees or other material commitment or any material contingent liabilities.

12. MATERIAL CONTRACTS

The following contracts have been entered into by FT Holdings and its subsidiaries (not being contracts entered into in the ordinary course of business) within the two years immediately preceding the date of this circular and are or may be material:

(a) the subscription agreement dated 26 August 2003 entered into between FT Holdings and China Star HK pursuant to which FT Holdings agreed to allot and issue, and China Star HK agreed to subscribe for, 86,375,000 FT Shares at HK$0.10 per FT Share;
(b) the underwriting agreement dated 21 October 2003 entered into between FT Holdings and Kingston Securities Limited in relation to an open offer of 2,159,375,000 FT Shares at a price of 0.04 per FT Share; and
(c) the acquisition agreement dated 25 March 2004 entered into between FT Holdings and Solartech pursuant to which FT Holdings has conditionally agreed to acquire the entire issued share capital of Dongguan Hua Yi and Wah Yeung, and the plant and machinery and the land and buildings comprising the production base and facilities of the Copper Group at a consideration of HK$320 million.

Save as aforesaid, no material contracts (not being contracts entered into in the ordinary course of business) have been entered into by any member of the FT Group within the two years immediately preceding the date of this circular which are or may be material.

– 30 –

APPENDIX

GENERAL INFORMATION

13. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours on any weekday (except Sunday and public holidays) at the principal office of FT Holdings in Hong Kong at Unit 501, 5th Floor, Riley House, 88 Lei Muk Road, Kwai Chung, New Territories, Hong Kong from the date of this circular up to and including the date of the Special General Meeting:

(a) the circular dated 14 June 2004 issued by FT Holdings in connected with the agreement date 25 March 2004 entered into with Solartech regarding the acquisition of the Copper Group;
(b) the letter from the Independent Board Committee, the text of which is set out on page 13 of this circular;
(c) the letter of advice from Partners Capital, the text of which is set out on pages 14 to 26 of this circular;
(d) the letter of consent from Partners Capital referred to in the paragraph headed “Consent” of this Appendix;
(e) the draft S&P Agreement which is not anticipated to have material changes on its terms;
(f) the draft Indemnity Agreement which is not anticipated to have material changes on its terms;
(g) the annual reports of FT Holdings for the two years ended 31 December 2003 and 2002;
(h) the memorandum and bye-laws of FT Holdings; and
(i) the material contracts referred to in the paragraph headed “Material contracts” of this Appendix.

– 31 –

APPENDIX

GENERAL INFORMATION

14. PROCEDURES FOR DEMANDING POLL BY FT SHAREHOLDERS

Pursuant to Bye-law 66 of FT Holdings, 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 a 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 FT Holdings 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.

15. GENERAL

(a) The company secretary of FT Holdings is Mr. Chan Chi Yuen, AHKSA, FCCA, CPA .
(b) The registered office of FT Holdings is at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The head office of FT Holdings is at Unit 501, 5th Floor, Riley House, 88 Lei Muk Road, Kwai Chung, New Territories, Hong Kong.
(c) The English text of this circular and of the proxy form shall prevail over the Chinese text.

– 32 –

NOTICE OF SPECIAL GENERAL MEETING

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

(Incorporated in Bermuda with limited liability)

NOTICE IS HEREBY GIVEN that a special general meeting of FT Holdings International Limited (the “Company”) be held on Friday, 6 August 2004 at 9:00 a.m. at Unit 501, 5th Floor, Riley House, 88 Lei Muk Road, Kwai Chung, New Territories, Hong Kong, for the purpose of considering and if thought fit, passing the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

“ THAT :
(a) the proposed execution of a master sale and purchase agreement to be entered into between (i) Dongguan Hua Yi Brass Products Company Limited, Hua Yi Copper Products Company Limited and Wah Yeung Capital Resources Limited (collectively, the “ Copper Group ”); and (ii) Solartech International Holdings Limited (representing itself and its subsidiaries but excluding the Copper Group) (the “ Remaining Solartech Group ”) in respect of the sale of copper wires and other related products by the Copper Group to the Remaining Solartech Group for the three years ending 31 March 2007 (the “ Continuing Connected Transactions ”) following completion of the transaction pursuant to the agreement dated 25 March 2004 under which the Company had conditionally agreed to acquire all interests comprising the Copper Group (the “ Completion ”), and a copy of which has been produced to the meeting marked “A” and initialled by the Chairman for the purpose of identification (the “ S&P Agreement ”), be and is hereby approved and confirmed;
(b) the Continuing Connected Transactions subject to the Cap contemplated by the S&P Agreement be and are hereby generally approved and confirmed; and
(c) any director of the Company be and is hereby authorised to take such actions and execute such documents for and on behalf of the Company by hand and in case of documents under seal, to do so in manner as stipulated in the Bye-laws of the Company and for such purpose as the directors of the Company see fit or consider necessary, desirable or expedient for the implementation and completion of the Continuing Connected Transactions contemplated by the S&P Agreement, including

* For identification purposes only

– 33 –

NOTICE OF SPECIAL GENERAL MEETING

without limitation the compliance with all relevant requirements under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.”

“ THAT :
(a) the continued provision of the joint and several corporate guarantees by the Remaining Solartech Group and the Copper Group (the “ Corporate Guarantees ”) to their bankers for securing banking facilities for use by both of them after Completion and up to 31 March 2005 be and is hereby approved and confirmed;
(b) the proposed execution of an indemnity agreement to be entered into by the Company with Solartech International Holdings Limited (“Solartech”) pursuant to which Solartech shall undertake to indemnify the Company and hold the Company harmless in relation to the continued provision of the Corporate Guarantees as referred to in sub-paragraph (a) above for funds drawndown from the above-mentioned banking facilities be and is hereby approved and confirmed; and
(c) any director of the Company be and is hereby authorised to take such actions and execute such documents for and on behalf of the Company by hand and in case of documents under seal, to do so in manner as stipulated in the Bye-laws of the Company and for such purpose as the directors of the Company see fit or consider necessary, desirable or expedient in relation to the continued provision of the Corporate Guarantees, including without limitation the compliance with all relevant requirements under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.”

By order of the Board

Ng Tak Chak, Nelson Chairman

Hong Kong, 21 July 2004

– 34 –

NOTICE OF SPECIAL GENERAL MEETING

Notes:

(1) Resolutions nos. 1 and 2 above shall be voted by way of poll by the Independent FT Shareholders (as defined in this circular) in accordance with the relevant provisions in the Bye-laws of the Company.
(2) A member entitled to attend and vote at the above-mentioned special general meeting may appoint one or more proxies to attend and vote on his behalf. A proxy need not be a member of the Company.
(3) A form of proxy for use at the above meeting is enclosed. 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 notarially certified copy of that power of attorney or authority, must be deposited at the Company’s Hong Kong 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.
(4) Completion and return of the form of proxy will not preclude a member from attending and voting at the above meeting or any adjournment thereof if he so wishes. In that event, his form of proxy will be deemed to have been revoked.
(5) Where there are joint holders of any share, any one of such holders 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 such joint holders be present at the meeting personally or by proxy, then the one of such holders whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

– 35 –

AI assistant

Kingwell Group Limited — Proxy Solicitation & Information Statement 2004

49757_rns_2004-07-21_1b04b986-107e-4d53-8814-c112658f9110.pdf

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

CONTINUING CONNECTED TRANSACTIONS

AND

MAJOR AND CONNECTED TRANSACTION PROVISION OF CORPORATE GUARANTEES

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

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

CONTINUING CONNECTED TRANSACTIONS AND MAJOR AND CONNECTED TRANSACTION PROVISION OF CORPORATE GUARANTEES

INTRODUCTION

SALE OF COPPER WIRES AND OTHER RELATED PRODUCTS

Background

Listing Rules Implications

Basis for the Cap

PROVISION OF CORPORATE GUARANTEES

Background

Listing Rules Implications

FINANCIAL AND TRADING PROSPECTS OF FT GROUP

Core Business

Multi-media Business

SPECIAL GENERAL MEETING

RECOMMENDATION

GENERAL

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

Yours faithfully,

Independent Board Committee Chun Jay and Lo Miu Sheung, Betty

Partners Capital International Limited

CONTINUING CONNECTED TRANSACTIONS AND MAJOR AND CONNECTED TRANSACTION PROVISION OF CORPORATE GUARANTEES

INTRODUCTION

THE CONTINUING CONNECTED TRANSACTIONS

Principal factors and reasons considered

(ii) Terms of the Continuing Connected Transactions

(b) Payment terms

CORPORATE GUARANTEES

Principal factors and reasons considered

(i) Background

(iv) Counter-indemnity given by Solartech

RECOMMENDATIONS

The Continuing Connected Transactions

Corporate Guarantee

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

(a) Directors’ interests and short positions in the securities of FT Holdings and its associated corporations

(b) Interests of substantial shareholders

(c) Other interests

3. LITIGATION

4. CONSENT

5. QUALIFICATION OF EXPERT

6. SERVICE CONTRACT

7. INTERESTS IN CONTRACTS AND ASSETS

8. MATERIAL ADVERSE CHANGE

9. COMPETING INTERESTS

10. WORKING CAPITAL

11. STATEMENT OF INDEBTEDNESS

12. MATERIAL CONTRACTS

13. DOCUMENTS AVAILABLE FOR INSPECTION

14. PROCEDURES FOR DEMANDING POLL BY FT SHAREHOLDERS

15. GENERAL

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

ORDINARY RESOLUTIONS

More from Kingwell Group Limited

Kingwell Group Limited Proxy Solicitation & Information Statement 2004