Beijing Beida Jade Bird Universal Sci-Tech Company Limited — Proxy Solicitation & Information Statement 2004

Apr 14, 2004

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北京北大青鳥環宇科技股份有限公司 BEIJING BEIDA JADE BIRD UNIVERSAL SCI-TECH COMPANY LIMITED

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

Proxy Form for Special General Meeting to be held on at 11:30 a.m. on 4 June 2004 (or at any adjournment thereof)

No. of shares to which this Proxy relates[2] Type of Shares (Promoters’ Shares or H Shares) to which this Proxy relates[2]

I/We[1] (of ) being the registered holder(s) of Promoters’ Share(s)/H Share(s)[3] of Beijing Beida Jade Bird Universal Sci-Tech Company Limited (the “Company”) HEREBY APPOINT the Chairman of the Special General Meeting or[4] (of ) as my/our proxy at the Special General Meeting (the “SGM”) (and at any adjournment thereof) of the Company to be held at Meeting Room 301, 3rd Floor, Beida Jade Bird Building, No. 207 Chengfu Road, Haidian District, Beijing, the PRC at 11:30 a.m. on 4 June 2004 for the purpose of considering and if thought fit, passing the Special Resolution as set out in the Notice convening the SGM dated 13 April 2004 and at the SGM (or at any adjournment thereof) to vote on my/our behalf in respect of the Resolution as directed below:–

				For5	Against5
Special Resolution
Signed this	day of	Signature(s)
			Holder(s) of Promoters’ Sharesor H Shares

Notes:–

1. Full name(s) (in Chinese and English) and registered address(es) (as shown in the register of members) to be inserted in BLOCK LETTERS .

2. Please insert the number of Promoters’ 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).

3. Please delete as appropriate.

4. A proxy need not be a member of the Company. A holder of Promoters’ Shares or H Shares is entitled to appoint a proxy to attend and, in the event of a poll, vote in his stead. If such an appointment is made, you may delete the words “the Chairman of the Special 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.

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

6. 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 exclusion 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 in respect of the joint holding.

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

8. To be valid, this proxy form together with any power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited with the Company’s H share registrar in Hong Kong Registrars Limited at ROOMS 1901-5, 19TH FLOOR, HOPEWELL CENTRE, 183 QUEEN’S ROAD EAST, HONG KONG not less than 24 hours before the time appointed for holding the SGM or any adjournment thereof.

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

10. The description of this resolution is by way of summary only. The full text appears in the Notice of Special General Meeting dated 13 April 2004.