AV Concept Holdings Limited — Proxy Solicitation & Information Statement 2004

Jul 16, 2004

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AV CONCEPT HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 595)

Form of proxy for use at the Annual General Meeting to be held on 23 August 2004

I/We[1]

of

being the registered holder(s) of

shares[2] of HK$0.10 each in the share capital of the above-named Company, HEREBY APPOINT THE CHAIRMAN OF THE MEETING[3] or

of

as my/our proxy to vote and act for me/us at the Annual General Meeting (and at any adjournment thereof) of the said Company to be held at The Conference Room, Units 11-15, 11/F., Block A, Focal Industrial Centre, 21 Man Lok Street, Hunghom, Kowloon, Hong Kong on Monday, 23 August 2004 at 11:00 a.m. for the purposes of considering and, if thought fit, passing the Resolutions as set out in the Notice convening the said Meeting and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the Resolutions as indicated below[4] .

	RESOLUTIONS	FOR	AGAINST
1.	To receive and consider the audited Financial Statements and the Reports ofthe Directors and Auditors for theyear ended 31 March 2004.
2.	To declare a final dividend for theyear ended 31 March 2004.
3.	a.To re-elect Mr. So Chi On as a director.	a.	a.
	b.To re-elect Mr. Charles Edward Chapman as a director.	b.	b.
	c.To authorize the Board to fix the Directors’ remuneration.	c.	c.
4.	To appoint Auditors and to authorize the Board to fix their remuneration.
5.	To refresh the Scheme Mandate Limit.
6.	To grant a general mandate to the Directors to repurchase shares of the Companynot exceeding 10% of the total nominal amount of the share capital of theCompanyin issue as at the date ofpassingthis Resolution.
7.	To grant a general mandate to the Directors to issue and allot additional sharesof the Company not exceeding 20% of the total nominal amount of the issuedshare capital of the Companyas at the date ofpassingthis Resolution.
8.	To extend the general mandate granted to the Directors to issue shares underResolution 7 bythe number of shares repurchased under Resolution 6.
9.	To adopt the new Memorandum and Articles of Association of the Company.

Dated this

day of 2004 Signed

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, strike out “ THE CHAIRMAN OF THE MEETING ” here inserted and insert the name and address of the proxy desired in the space provided. A member of the Company who is the holder of two or more shares may appoint more than one proxy to attend and vote on his behalf at the Meeting provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED. THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST” . Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the Meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer, attorney or other person authorised to sign the same.

6. On a show of hands every member of the Company present in person or by proxy or being a corporation, is present by its duly authorised representative, shall have one vote and on a poll every member of the Company present in person or by proxy or, in the case of a member of the Company being a corporation, by its duly authorised representative, shall have one vote for every fully paid share for which he is the holder.

7. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members.

8. To be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited to the Company’s Hong Kong branch share registrar, Tengis Limited, at G/F, 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.

9. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

10. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the Meeting if you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.