Kingwell Group Limited — Proxy Solicitation & Information Statement 2004

Jul 21, 2004

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 559)

NOTICE OF SPECIAL GENERAL MEETING

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

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

• For identification purposes only

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1. “ 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 FT Holdings International Limited Ng Tak Chak, Nelson Chairman

Hong Kong, 21 July 2004

Notes:

• (1) Resolutions nos. 1 and 2 above shall be voted by way of poll by the Independent FT Shareholders 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.

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As at the date of this announcement, the executive directors of FT Holdings are Mr. Ng Tak Chak, Nelson, Mr. Chu Yuk Kuen, Mr. Lam Kwan Sing, Mr. Lei Hong Wai, Mr. Yip Kwok Cheung and the independent non-executive directors of FT Holdings are Mr. Chun Jay and Ms. Lo Miu Sheung, Betty.

“Please also refer to the published version of this announcement in The Standard”.

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