Baoye Group Company Limited — Proxy Solicitation & Information Statement 2005

Apr 18, 2005

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(Stock code: 2355)

Proxy Form for Extraordinary General Meeting to be held on 20 May 2005

(or at any adjournment thereof)

No. of shares to which this Proxy relates[1] Type of shares (domestic shares or H shares of the Company) to which this Proxy relates[1]

I/We[2 ]

(of

)

being the registered holder(s) of domestic share(s)/H share(s)[3] of Baoye Group Company Limited (“Company”) HEREBY APPOINT the Chairman of the Extraordinary General Meeting or[4] (of )

as my/our proxy at the Extraordinary General Meeting (and at any adjournment thereof) of the Company to be held at 13th Floor, Development Building, No. 208 Jianhu Road, Keqiao, Shaoxing County, Zhejiang Province, the People’s Republic of China on 20 May 2005 at 4:30 p.m. for the purpose of considering and if thought fit, passing the Ordinary Resolutions as set out in the Notice of Extraordinary General Meeting dated 6 April 2005 and at the Extraordinary General Meeting (or at any adjournment thereof) to vote on my/our behalf in respect of the resolutions as directed below:–

Ordinary Resolution No.1 to approve the construction agreement dated 26 February 2005 and entered into between 浙江寶業建設集團有限公司 (Zhejiang Baoye Company Construction Group Co., Ltd) and浙江明華輕紡原料博覽城有限公司 (Zhejiang Minghua Textile Raw Material Exhibition City Co., Ltd.*) and all the transactions contemplated therein

Ordinary Resolution No.2 to approve the acquisition agreement dated 26 February 2005 and entered into between the Company and Mr Pang Baogen and all the transactions contemplated therein

For[5] Against[5]

Signed this day of , 2005. Signature(s)

Holder(s) of domestic shares or H shares

Notes:

1. Please insert the number of domestic shares or H shares relates to this proxy form. If no number is inserted, this proxy form will be deemed to relate to all such shares in the capital of the Company registered in your name(s).

2. Full name(s) (in Chinese and English) and registered address(es) (as shown in the register of member(s)) to be inserted in BLOCK LETTERS . 3. Please delete as appropriate.

3. A proxy need not be a member of the Company. A holder of domestic shares or H shares is entitled to appoint a proxy to attend and, in the event of a poll, vote in his/her stead. If such an appointment is made, you may delete the words “the Chairman of the Extraordinary General Meeting or” and insert the name and address of the person appointed as proxy in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT .

4. Please indicate with a “ ” in the appropriate space how you wish the proxy to vote on your behalf. If this form is returned duly signed, but without any such indication, the proxy will vote or abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Extraordinary General Meeting other than those referred to in the Notice of the Extraordinary General Meeting.

5. In the case of joint holders, the vote of the senior who tenders as vote, whether in person or by proxy or by representative, will be accepted to the execution of the votes of the other joint holder(s). For this purpose, seniority is determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.

6. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of corporation, must be under its common seal or under the hand of an officer or attorney duly authorised. If the proxy form is signed by your attorney, the written authorisation or other authorisation documents of such attorney should be notarised.

7. In order to be valid, the proxy form must be deposited by hand or post, for holders of H shares of the Company to the H shares registrar of the Company, Tengis Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong and, for holders of domestic shares of the Company, to the registered address of the Company not less than 24 hours before the time for holding the meeting or not less than 24 hours before the time appointed for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form.

8. Completion and delivery of the proxy form will not preclude you from attending and voting at the Extraordinary General Meeting if you so wish.

• For identification purposes only