CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2005

May 27, 2005

UNIVERSAL HOLDINGS LIMITED 友利控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 419)

PROXY FORM

I/We being a member/members of Universal Holdings Limited (the “ Company ”) and entitled to vote at the Annual General Meeting herein mentioned, hereby appoint the chairman of the Annual General Meeting, OR

(Please inset full name and address of person or persons whom you wish to appoint).

as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at 7/F Boardroom, Dynasty Club, South West Tower, Convention Plaza, One Harbour Road, Wanchai, Hong Kong on 30 June 2005 at 10:00 a.m. and at every adjournment thereof in respect of the resolutions set out in the notice of the Annual General Meeting as indicated below, and if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Annual General Meeting in such manner as he thinks fit.

		FOR	AGAINST
1.	To receive and consider the reports of the directors and the auditors of the Company and
	the audited financial statements for the year ended 31 December 2004.
2.1	To re-elect Tsoi Tong Hoo, Tony as a director.
2.2	To re-elect Shen Ka Yip, Timothy as a director.
2.3	To re-elect Yuen Kin as a director.
2.4	To re-elect Wilton Timothy Carr Ingram as a director.
2.5	To authorise the directors of the Company of fix their remuneration.
3.	To re-appoint auditors and to authorise the directors of the Company to fix their remuneration.
4.	To grant the general mandate to the directors of the Company to allot, issue and otherwise
	deal with shares in the capital of the Company not exceeding in aggregate 20 per cent. of
	the aggregate nominal amount of the share capital of the Company.
5.	To refresh the 10% granting limit of the existing share option scheme of the Company.

Signature(s)

Full name(s) (Block Capitals)

Dated this

day of

2005

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITAL . The names of all joint holders should be stated.

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 those named is preferred, strike out the named proxies and insert the name and address of the desired 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 A RESOLUTION, TICK IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE RELEVANT BOX MARKED “AGAINST”. IF NO DIRECTION IS GIVEN, THE PROXY WILL VOTE OR ABSTAIN AS HE/SHE THINKS FIT .

5. In order 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 lodged at the Company’s share registrars, Tengis Limited, at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting (as the case may be).

6. In the case of joint registered holders of any share of the Company, any one of such joint holders may vote at the meeting either in person or by proxy but if more than one of such joint holders are present at the meeting personally or by proxy the said person whose name stands first on the register of members of the Company in respect of the relevant share shall alone be entitled to vote in respect thereof.

7. 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 executed under seal or under the hand of an officer or attorney duly authorised in writing.

8. The proxy need not be a member of the Company but must attend the meeting in person to represent you. Completion and return of the form of proxy however, will not preclude you from attending and voting at the meeting if you so wish.