Novautek Technologies Group Limited — Proxy Solicitation & Information Statement 2001

Apr 17, 2001

KONG SUN HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Kong Sun Holdings Limited (the "Company") will be held at Carol II, 3rd Floor, Furama Hotel, One Connaught Road Central, Hong Kong on Thursday, 31 May 2001 at 3:00 p.m. for the following purposes:

ORDINARY BUSINESS

1. To receive and consider the audited financial statements and the reports of the directors and auditors for the year ended 31 December 2000.

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

3. To re-appoint auditors and authorise the Board of Directors to fix their remuneration.

SPECIAL BUSINESS

To consider and, if thought fit, pass with or without modification the following resolutions as ordinary resolutions:

1. "THAT:

(A) subject to the paragraph (C) below, the exercise by the Directors of the Company during the Relevant Period (as defined in D below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company, and to make or grant offers, agreements, warrants and options of the Company which might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

(B) the approval in paragraph (A) shall authorise the Directors of the Company during the Relevant Period (as defined in D below) to make or grant offers, agreements, warrants and options of the Company which 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), otherwise than pursuant to (i) the Rights Issue (as hereinafter defined) or (ii) the exercise of rights of subscription or conversion under the terms of any warrants or other securities issued by the Company carrying a right to subscribe for shares of the Company or (iii) the exercise of subscription rights under any share option scheme adopted by the Company; or (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 from time to time, 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 purposes of this Resolution and the Resolution 5:

"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;

(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.

"Rights Issue" means the allotment, issue or grant of shares pursuant to an offer (open for a period fixed by the Directors of the Company) made to shareholders or any class thereof on the Register of Members of the Company on a fixed record date pro rata to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements of having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong)."

1. "THAT:

(A) subject to paragraph (B) below, the exercise by the Directors of the Company during the Relevant Period (as defined in Resolution 4(D) above) of all powers of the Company to repurchase its shares and warrants of the Company, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time be and is hereby generally and unconditionally approved;

(B) the aggregate nominal amount of securities to be repurchased pursuant to the approval in paragraph (A) above during the Relevant Period (as defined in Resolution 4(D) above) shall not exceed 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 the authority pursuant to paragraph (A) above shall be limited accordingly."

1. "THAT the general mandate granted to the Directors of the Company to allot, issue and deal with additional shares pursuant to Ordinary Resolution set out in Resolution 4 be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted pursuant to such general mandate the aggregate nominal amount of share in the capital of the Company, repurchased by the Company under the authority granted pursuant to Ordinary Resolution set out in Resolution 5, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of this Resolution."

2. "THAT the adoption of the Employee Share Option Scheme (the "Scheme") of the Company be and is hereby generally and unconditionally approved, subject to the granting of a listing of, and permission to deal in, shares that fall to be issued pursuant to the exercise of options granted under the Scheme, by the Listing Committee of the Stock Exchange and the Directors of the Company be authorised to issue and allot shares to any employees (including the Directors of the Company) upon the exercise of any options to subscribe for shares granted under the Scheme."

By Order of the Board

Kong Look Sen

Chairman and Managing Director

Hong Kong, 12 April 2001

Notes:

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

2. In order 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 naturally certified copy thereof, must be lodged with the Company's Share Registrars, CENTRAL REGISTRATION HONG KONG LIMITED of Room 1712, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time scheduled for the holding of the meeting or any adjourned meeting.

3. The Register of Members will be closed from Wednesday, 23 May 2001 to Friday, 25 May 2001, both days inclusive, during which period no transfer of shares can be effected. In order to establish entitlement to attend and vote at the forthcoming 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, not later than 4:00 p.m. on Tuesday, 22 May 2001.

Please also refer to the published version of this announcement in the Hong Kong iMail.