Novautek Technologies Group Limited — Proxy Solicitation & Information Statement 2000

May 22, 2000

KONG SUN HOLDINGS LIMITED

Notice of annual general meeting

NOTICE IS HEREBY GIVEN that the annual general meeting of shareholders of Kong Sun Holdings Limited ("Company") will be held at Plaza IV, Lower Lobby, Century Hong Kong Hotel, 238 Jaffe Road, Wanchai, Hong Kong on Wednesday, 28 June 2000 at 10:00 a.m. for the following purposes:

ORDINARY BUSINESS

1. To receive and adopt the audited financial statements, and reports of the directors and auditors for the year ended 31 December 1999.

2. To re-elect retiring directors and authorise the directors to fix their remuneration.

3. To re-appoint auditors and authorise the directors to fix their remuneration.

SPECIAL BUSINESS

To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

1. "THAT:

(A) subject to the following provisions of this resolution, the exercise by the directors of the Company during the relevant period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of the Company, and to make or grant offers, agreements or options including warrants, bonds and debentures convertible into shares of the Company which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be generally and unconditionally approved in substitution for and to the exclusion of any existing authority previously granted;

(B) the approval in paragraph (A) of this resolution shall authorise the directors of the Company during the relevant period to make or grant offers, agreements or options including warrants, bonds and debentures convertible into shares of the Company which would or might require the exercise of such powers after the end of the relevant period;

(C) the aggregate nominal amount of share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (A) of this resolution, otherwise than pursuant to (i) the exercise of the conversion rights attaching to any convertible securities issued by the Company; (ii) the exercise of warrants to subscribe for shares of the Company; (iii) the exercise of options granted under any share option scheme adopted by the Company; (iv) an issue of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the Company's articles of association; or (v) any offer of any class of securities of the Company for a period fixed by the directors of the Company and made pro rata (apart from fractional entitlements) by the Company to holders of such class of securities (excluding for that purpose any holder who is resident in a place where such offer is not permitted under the laws of that place), shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and,

(D) for the purpose of this resolution:

"relevant period" means the period from the passing of this resolution until whichever is the earlier of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by Hong Kong law or the articles of association of the Company to be held; or

(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."

1. "THAT:

(A) subject to paragraph (B) below, the exercise by the directors of the Company during the relevant period (as defined below) of all the powers of the Company to repurchase shares and warrants on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other exchange on which the shares of the Company may be listed and recognised by the Securities & Futures Commission and the Stock Exchange for this purpose ("Recognised Stock Exchange"), subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or those of any other Recognised Stock Exchange as amended from time to time be generally and unconditionally approved in substitution for and to the exclusion of any existing authority previously granted;

(B) the aggregate nominal amount of shares and warrants to be repurchased pursuant to the approval in paragraph (A) above shall not exceed (i) 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution; and (ii) 10% of the aggregate amount of the warrants outstanding as at the date of passing of this resolution, and the said approval shall be limited accordingly;

(C) for the purpose of this resolution:

"relevant period" means the period from the passing of this resolution until whichever is the earlier of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by Hong Kong law or the articles of association of the Company to be held; or

(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."

1. "THAT subject to the passing of ordinary resolutions numbered 4 and 5 set out in the notice convening this meeting of which this resolution forms part, the general mandate granted to the directors of the Company and for the time being in force to exercise the powers of the Company to allot shares in the Company be extended by the addition to the aggregate nominal amount of share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to such general mandate of an amount representing the aggregate nominal amount of shares in the capital of the Company repurchased by the Company since the granting of the said general mandate pursuant to the exercise by the directors of the powers of the Company to repurchase such shares."

By order of the Board

Kong Look Sen

Chairman and Managing Director

Hong Kong, 19 May 2000

Notes:

1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on the poll, vote in his stead. A proxy need not be a member of the Company.

2. To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be lodged with the Company's registered office at Unit 09-10, 13th Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong not less than 48 hours before the time scheduled for the holding of the meeting.

3. The Register of Members will be closed from Monday, 26 June 2000 to Wednesday, 28 June 2000, both days inclusive, during which period no transfer of shares can be registered. To qualify for attending the 2000 Annual General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Share Registrars, Central Registration Hong Kong Limited, Unit 1712, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:00 p.m. on Friday, 23 June 2000.