Celestial Asia Securities Holdings Limited — Proxy Solicitation & Information Statement 2005

Nov 30, 2005

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CELESTIAL ASIA SECURITIES HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock code #1049)

FORM OF PROXY

Form of Proxy for use at the special general meeting (“SGM”) of Celestial Asia Securities Holdings Limited (“Company”) to be held at 21/F The Center, 99 Queen’s Road Central, Hong Kong on 20 December 2005, Tuesday, at 9:45 am

I/We [1]

of

being the registered holder(s) of [2] in the share capital of the Company, HEREBY APPOINT [3]

shares of HK$0.10 each (“Share(s)”)

of

or failing him, the Chairman of the meeting or anyone so appointed by the Chairman, to act for me/us as my/our proxy at the SGM (or at any adjournment thereof) to be held at 21/F The Center, 99 Queen’s Road Central, Hong Kong on 20 December 2005, Tuesday, at 9:45 am to consider and, if thought fit, pass the resolutions set out in the notice convening the SGM and at the said meeting to vote for me/us and on my/our behalf in respect of said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS	FOR**4**		AGAINST**4**
1.To approve the sale and purchase agreement.
2.To approve the placing agreement.
3.To approve the subscription agreement.

Dated:

Signature [5] :

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

3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING OR ANYONE SO APPOINTED BY THE CHAIRMAN WILL ACT AS YOUR PROXY. ANY ALTERATION MADE IN THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PUT A TICK IN THE BOX MARKED “FOR” BESIDE THE RESOLUTION. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PUT A TICK IN THE BOX MARKED “AGAINST” BESIDE THE RESOLUTION . Failure to complete the boxes will entitle your proxy to cast his vote at his own discretion. Your proxy will also be entitled to vote at his own discretion on any resolution which has been 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 under its common seal or the hand of an officer duly authorised in that behalf.

6. Where they are joint registered holders of any Share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint holders are present at the meeting in person or by proxy, that one of the said persons so present whose names stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.

7. 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 notarially certified copy thereof, must be deposited at 21/F The Center, 99 Queen’s Road Central, Hong Kong, not less than 48 hours before the time appointed for holding of the meeting or adjourned meeting (as the case may be).

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

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