B & S International Holdings Ltd. — Proxy Solicitation & Information Statement 2005

May 3, 2005

VXL CAPITAL LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 727)

FORM OF PROXY

FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 3RD JUNE, 2005

I/We[1]

of

being the registered holder(s) of[2]

shares

of HK$0.20 each in the capital of VXL CAPITAL LIMITED (the “Company” ) HEREBY APPOINT[3] the Chairman of the Annual General Meeting or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the Annual General Meeting of the Company (and at any adjournment thereof) to be held at 26th Floor, 8 Queen’s Road Central, Hong Kong on 3rd June, 2005 at 4:00 p.m. (Hong Kong time) and to vote in respect of the following resolutions as indicated below or, if no such indication is given, as my/our proxy thinks fit:

RESOLUTIONS	RESOLUTIONS	FOR4	AGAINST4
1.	To receive and consider the audited financial statements and the reports of the directors and auditors for the year ended 31st December, 2004.
2.	(a) To re-elect Datuk LIM Chee Wah as Director.
	(b) To re-elect Mr. Percy ARCHAMBAUD-CHAO as Director.
	(c) To re-elect Ms. Patsy SO Ying Chi as Director.
	(d) To re-elect Mr. Michael YEE Kim Shing as Director.
	(e) To re-elect Mr. Alan Howard SMITH as Director.
	(f) To re-elect Mr. Stephen YUEN Ching Bor as Director.
3.	To re-appoint Messrs. PricewaterhouseCoopers as the auditors and to authorise the Board of Directors to fix their remuneration.
4.	(I) To grant a general mandate to the Directors to allot, issue and deal with additional shares representing up to 20% of the issued share capital of the Company at the date of the annual general meeting.
	(II) To grant a general mandate to the Directors to repurchase shares representing up to 10% of the issued share capital of the Company at the date of the annual general meeting.
	(III) To extend the general mandate granted to the Directors to allot, issue and deal with additional shares by the addition of such number of shares to be repurchased by the Company.
	(IV) To adopt new Share Option Scheme.
	(V) To adopt new Memorandum and Articles of Association.

Date the day of 2005

Shareholder’s signature[5]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.

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

3. If any proxy other than the Chairman of the Meeting is preferred, please delete the words “the Chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided. 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 A PARTICULAR RESOLUTION, TICK IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A PARTICULAR RESOLUTION, TICK IN THE RELEVANT BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote at his/her/its discretion. Your proxy will also be entitled to vote at his/her/its discretion on any resolution properly put to the meeting other than those referred to in the notice convening the Meeting.

5. The form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be signed either under its common seal or under the hand of an officer or attorney duly authorised.

6. In order to be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarized or certified copy thereof must be lodged at the Company’s Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited of Rooms 1712-16, 17/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof.

7. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of 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 of the Company.

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

9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.