CGN Mining Company Limited — Proxy Solicitation & Information Statement 2006

Jun 27, 2006

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1164)

FORM OF PROXY FOR USE BY SHAREHOLDERS AT THE EXTRAORDINARY GENERAL MEETING TO BE CONVENED AT 9:30 A.M. ON 27 JULY 2006 AT CAINE ROOM, LEVEL 7, CONRAD HONG KONG, 88 QUEENSWAY, HONG KONG (OR ANY ADJOURNMENT THEREOF) (THE “MEETING”)

I/We, [(Note 1)]

of

being the registered holder(s) of [(Note 2)]

ordinary shares of HK$0.01 each in the capital of Vital BioTech Holdings Limited (the “ Company ”), hereby appoint the Chairman of the Meeting or [(Note 3)]

of

to act as my/our proxy to attend and act for me/us at the Meeting to be held at 9:30 a.m. on 27 July 2006 at Caine Room, Level 7, Conrad Hong Kong, 88 Queensway, Hong Kong and at any adjournment thereof to vote on my/ our behalf as indicated below.

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RESOLUTION FOR [(Note 4)] AGAINST [(Note 4)]
To approve the New Marketing and Distribution Agreement, the Continuing
Connected Transactions, the maximum aggregate annual value and the
transactions contemplated thereunder
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Dated Signature(s) [(Note 5)]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

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

3. If you wish to appoint some other person other than the Chairman as your proxy, please delete the words “ the Chairman of the Meeting or ” and insert the name and address of the person appointed proxy 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 THE ABOVE RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE ABOVE RESOLUTION, TICK IN THE BOX MARKED “AGAINST” . Failure to complete the box will entitle your proxy to vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than that 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 either under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

6. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the branch share registrar of the Company in Hong Kong, Union Registrars Limited at Room 311-312, Two Exchange Square, Central, Hong Kong not less than 48 hours before the time holding the Meeting (or any adjournment thereof).

7. In the case of joint holding, this form of proxy may be signed by any joint holder, but if more than one of such joint holders is present at the Meeting, whether in personal or by proxy, that one of the joint holders so present whose name stands first on the register of members of the Company in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

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

9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.