Kingwell Group Limited — Proxy Solicitation & Information Statement 2004

Jun 15, 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 Wednesday, 30 June 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 the authorised share capital of the Company be and is hereby increased from HK$100,000,000 divided into 10,000,000,000 ordinary shares of HK$0.01 each (“ Shares ”) to HK$200,000,000 by the creation of an additional 10,000,000,000 Shares.”

2. “THAT subject to the passing of resolution no. 1 above and resolution no. 3 below,

   • (a) the execution of a sale and purchase agreement dated 25 March 2004 entered into between the Company (as purchaser) and Solartech International Holdings Limited (as vendor), a copy of which has been produced to the meeting marked “A” and initialled by the Chairman for the purpose of identification (the “ Acquisition Agreement ”), be and is hereby approved, confirmed and ratified; and

   • (b) the allotment and issue of an aggregate of 8,000,000,000 new Shares by the Company to Solartech International Holdings Limited pursuant to the Acquisition Agreement, representing approximately 75.5% of the entire issued share capital of the Company (as enlarged by the allotment and issue of such new Shares) be and is hereby approved and confirmed;

and that the transaction contemplated by the Acquisition Agreement be and are hereby generally and unconditionally approved and that 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 execution of documents under seal, to do so in the manner as stipulated in the Bye-laws of the Company and for such purpose as the directions of the Company see fit or consider necessary, desirable or expedient for the implementation and completion of the transactions contemplated by the Acquisition 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.”

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1. “THAT subject to the passing of resolution no. 2 above, the waiver from the obligation of Solartech International Holdings Limited (“ Solartech ”) to make a mandatory offer for all the shares in the Company not already owned by them under Rule 26 of the Hong Kong Code on Takeovers and Mergers as a result of the issue of the 8,000,000,000 shares in the Company to be allotted and issued to Solartech (or such persons as directed by it) under the Acquisition Agreement be and is hereby approved and confirmed and any director of the Company be and is hereby authorized to take such actions and execute such documents (if applicable) for such purpose as he sees fit or consider necessary.”

By order of the Board Ng Tak Chak, Nelson Chairman

Hong Kong, 14 June 2004

Notes:

• (1) Resolutions Nos. 2 and 3 above shall be voted by way of poll by the Independent FT Shareholders (as defined in the 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) 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.

• (4) 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.

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 and Mr. Yip Kwok Cheung, and the independent non-executive directors of FT Holdings are Mr. Chun Jay and Ms. Lo Miu Sheung, Betty.

• for identification only

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

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