B & S International Holdings Ltd. — Proxy Solicitation & Information Statement 2007

Jul 11, 2007

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 727)

Form of Proxy for Extraordinary General Meeting to be held on Monday, 6 August 2007 at 10:00 a.m. (or at any adjournment thereof)

I/We[1 ]

of

shares of HK$0.20

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 Extraordinary General Meeting or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf in the manner indicated below or if no such indication is given then to vote as my/our proxy think(s) fit, at the Extraordinary General Meeting (or at any adjournment thereof) of the Company to be held at Suite 2707-8, One Exchange Square, 8 Connaught Place, Central, Hong Kong on Monday, 6 August 2007 at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without amendments, the ordinary resolutions as set out in the notice convening the meeting.

FOR[4] AGAINST[4]

		FOR4	AGAINST4
1.	OrdinaryResolution to approve Shares Subdivision
2.	Ordinary Resolution to approve Bonus Warrants Issue

Signature(s)[5] Date

Notes:

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

2. Please insert the number of shares of the Company registered in your name(s) to which this form of 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 of the meeting is appointed, strike out the words “the Chairman of the Extraordinary General Meeting or” and insert the name and address of the proxy appointed in the space provided. If this field is not completed, the Chairman of the meeting will act as your proxy. ANY ALTERATION MADE TO THIS FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. Please indicate with a “ ” in the space provided how you wish your votes to be cast. Without such specific directions, the proxy may at his/her discretion vote for or against the resolution properly put to the meeting or abstain from voting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing, or if such appointer is a corporation, either under its common seal or under the hand of an officer or attorney so duly authorised. In the case of joint holders, this form of proxy must be signed by the member whose name stands first in the register of members.

6. Any shareholder entitled to attend and vote at the meeting shall be entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company but must attend the meeting, or any adjournment thereof, in person to represent you.

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 or by authorised representative, shall be accepted to the exclusion of the vote(s) of the other joint holder(s); and for this purpose, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holders.

8. In order to be valid, this form of proxy, duly executed and the power of attorney or other authority, if any, under which it is signed or an office copy or a notarially certified copy thereof, must be deposited at the registered office of the Company at Suite 2707-8, One Exchange Square, 8 Connaught Place, Central, Hong Kong or at the office of the Share Registrar of the Company, Computershare Hong Kong Investor Services Limited, at Rooms 1806-7, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time for holding the meeting or any adjournment thereof.

9. Completion and delivery of this form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish. In that event, this form of proxy will be deemed to be revoked.

10. The description of the resolutions is by way of summary only. The full text appears in the notice of the meeting dated 12 July 2007.