Cocoon Holdings Limited — Proxy Solicitation & Information Statement 2004

Oct 14, 2004

CITIC 21CN COMPANY LIMITED

(Incorporated in Bermuda with limited liability)

(stock code: 241)

FORM OF PROXY

I/We[(1)]

of

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

shares of

HK$0.01 each in the capital of the above-named company (the ‘‘Company’’), HEREBY APPOINT[(3)] the Chairman of

the meeting or of as my/our proxy to act for me/us at the Special General Meeting of the Company (or at any adjournment thereof) to be held at 8/F Crown Room, Dynasty Club, South West Tower, Convention Plaza, Wanchai, Hong Kong on 3 November 2004 at 3: 00 p.m. for the purpose of considering and, if thought fit, passing the ordinary resolution as set out in the notice convening the said meeting and at such meeting, (or at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the said resolutions as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

The ordinary resolution (1) as set out in the notice of the Special General Meeting

FOR[4] AGAINST[4]

Date: Signature[(6)] : Notes:

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

2. Please insert the number of shares in which the proxy relates, 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 Company registered in your name(s).

3. If any proxy other than the Chairman of the meeting is preferred, strike out the words ‘‘the Chairman of the meeting’’ and insert the name and address of the proxy desired 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 RESOLUTION, TICK IN THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX MARKED ‘‘AGAINST’’. Failure to tick either box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than that referred to in the notice convening the meeting.

5. You are requested to lodge this form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, at the principal place of business of the Company, 6208 Central Plaza, 18 Harbour Road, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the meeting.

6. The 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 or attorney duly authorised.

7. In the case of joint holders of any share, any one of such persons may vote at the said meeting, either personally or by proxy, in respect of such share as if he/she was solely entitled therein, but if more than one of such joint holders is present at the said 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. A proxy need not be a member of the Company but must attend the meeting in person to represent you.

9. For identification purpose only