China Literature Limited — Proxy Solicitation & Information Statement 2004

Jul 6, 2004

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CHINA GAS HOLDINGS LIMITED 中國燃氣控股有限公司[*]

(Incorporated in Bermuda with limited liability)

FORM OF PROXY FOR ANNUAL GENERAL MEETING (OR ANY ADJOURNMENT THEREOF)

I/We[1 ]

o f

being the registered holder(s) of[2]

shares of HK$0.01 each in the capital of abovenamed company (the “Company”). HEREBY APPOINT[3] the Chairman of the meeting or failing him

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the said meeting of the Company to be held at 16th Floor, AXA Centre, 151 Gloucester Road, Wan Chai, Hong Kong, on Thursday, 12 August 2004 at 10:00 a.m. (or at any adjournment thereof) in respect of the resolutions set out in the notice convening the said meeting as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

				FOR4	AGAINST4
1.	To receive and consider the audited consolidated financial statements and thereports of directors and auditors for the year ended 31st March 2004.
2.	(i)To elect Wong Sin Yue, Cynthia as a director.
	(ii)To elect Xu Ying as a director.
	(iii)To authorise the board of directors to fix the remuneration of thedirectors.
3.	To appoint auditors and to authorise the board of directors to fix theirremuneration.
4.	To grant a general mandate to the Directors to repurchase securities(Ordinary Resolution No. 4 of the Notice).
5.	To grant a general mandate to the Directors to issue securities(Ordinary Resolution No. 5 of the Notice).
6.	To extend the general mandate to the Directors to issue securities(Ordinary Resolution No. 6 of the Notice).
7.	To refresh the limit of the Company’s existing Share Option Scheme.
8.	To amend the Bye-Laws of the Company(Special Resolution No. 8 of the Notice).
Dated this		day of	2004.

Signature(s)[6]

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 in the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman of the meeting is preferred, delete the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. ANY ALTERNATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. 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 of such power or authority, must be deposited at the Hong Kong Branch Share Registrar of the Company, Computershare Hong Kong Investor Services Limited at Rooms 1901-1905, 19th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the said meeting or adjourned meeting.

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

7. Where there 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 is present at the meeting, personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share 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.

* For identification purpose only