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

May 17, 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

Proxy form for use by shareholders at the Extraordinary General Meeting (“Meeting”) to be held at 9:00 a.m. on 30 May 2005, at Unit 3203, Admiralty Centre I, 18 Harcourt Road, Admiralty, Hong Kong .

I/We [ (note a)] of

being the registered holder(s) of

shares [(note b)] of HK$0.01 each in the capital of UNIVERSAL HOLDINGS LIMITED (“Company”) HEREBY APPOINT THE CHAIRMAN OF THE MEETING or [ (note c) ] of

as my/our proxy to vote and act for me/us at the

Meeting (and at any adjournment thereof) of the Company to be held at 9:00 a.m. on 30 May 2005 at Unit 3203, Admiralty Centre I, 18 Harcourt Road, Admiralty, Hong Kong for the purposes of considering and, if thought fit, passing the ordinary resolutions set out in the notice convening the Meeting and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the ordinary resolutions as summarized below [(note d)] .

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	For(note d)	Aginst(note d)
1.	To increase the authorized share capital of the Company from HK$52,407,600 to HK$302,407,600 by the creation of an additional 25,000,000,000 Shares.
2.	To approve the transactions contemplated under the UHL SP Agreement, including among other things, the acquisition of the entire issued share capital of Orient Ventures, the possible exercise of the Option and the issue of the Consideration Shares, the First Tranche Convertible Note and the Second Tranche Convertible Note.
3.	To approve the Whitewash Waiver.
4.	To grant the New General Mandate to the Directors to issue new Shares.

Dated

Signature [(note g)]

Notes:

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

• (b) Please insert the number of shares of HK$0.01 each registered in your name(s). If no number is inserted, the proxy form will be deemed to relate to all the shares of the Company registered in your name(s).

• (c) If any proxy other than the Chairman is preferred, strike out “ THE CHAIRMAN OF THE MEETING or” here and insert the name and address of the proxy desired in the space provided.

• (d) ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

• (e) IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE BOX MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK THE BOX MARKED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION. Failure to complete any or all boxes will entitle your proxy to cast his votes on the relevant resolutions 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.

• (f) The above table provides a summary of the relevant resolutions only. Sharerholers should refer to the notice convening the Meeting for full texts of the resolutions. Capitalized terms used in the table have the same meanings as defined in the circular of the Company dated 30 May 2005.

• (g) Under the Company’s articles of association, a resolution put to the vote of the Meeting shall be decided on a show of hands unless a poll is properly demanded; and on a show of hands, every member present in person or (being a corporation) by duly authorised representative shall have one vote. AS THE CHAIRMAN IS ONLY ABLE TO EXERCISE ONE VOTE ON A SHOW OF HANDS, HE WILL USE THE VOTE FOR THOSE MEMBERS WHO WISH TO VOTE FOR ANY OR ALL OF THE RESOLUTIONS PUT TO THE MEETING. IF YOU WISH TO VOTE AGAINST ANY OR ALL OF THE RESOLUTIONS PUT TO THE MEETING, YOU MUST APPOINT A PERSON OTHER THAN THE CHAIRMAN OF THE MEETING TO ACT AS YOUR PROXY . Vote in respect of resolutions numbered 2, 3 and 4 will be conducted by poll.

• (h) This proxy form 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 or attorney duly authorised.

• (i) Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he was solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the Register of Members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

• (j) To be valid, the proxy form together with any power of attorney or other authority (if any) under which it is signed or notarially certified copy thereof, must be lodged with the Hong Kong branch share registrar and transfer office of the Company at 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 for holding the Meeting or any adjournment thereof.

• (k) A proxy need not be a member of the Company but must attend the Meeting in person to represent you.

• (l) Completion and deposit of the proxy form will not preclude you from attending and voting at the Meeting should you so wish.