Cocoon Holdings Limited — Proxy Solicitation & Information Statement 2005

Dec 23, 2005

CITIC 21CN COMPANY LIMITED

(incorporated in Bermuda with limited liability)

(Stock code: 241)

Form of proxy for use at the special general meeting (or at any adjournments thereof)

I/We[1] of

share(s) of HK$0.01 each in the capital of

being the registered holder(s) of[2] CITIC 21CN COMPANY LIMITED (the “Company”), HEREBY APPOINT the chairman of the special general meeting or[3] of

as my/our proxy to act for me/us at the special general meeting (or at any adjournments thereof) of the Company, to be held at Board Room of The Dynasty Club, 7/F, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong on 9 January 2006 at 3:00 p.m. for the purposes of considering the resolution set out in the notice convening the said meeting and at such meeting (or at any adjournments thereof) to vote for me/us and in my/our name(s) in respect of such resolution as hereinafter indicated, and if, no such indication is given, as my/our proxy thinks fit.

• ORDINARY RESOLUTION For[4] Against[4]

• 1. (a) the creation and issue of an additional US$15,000,000 zero coupon bonds (the “Additional Bonds”) due 2010 by the Company to OZ Master Fund, Ltd., OZ Asia Master Fund, Ltd., Amaranth LLC, Highbridge International LLC and Highbridge Asia Opportunities L.P.(the “Purchasers”), convertible into new shares in the capital of the Company on and subject to the terms and conditions of the bond purchase agreement dated 14 December 2005 made between the Company and the Purchasers in respect of, inter alia, the issue of the bonds by two series, comprising the firm bonds in the amount of US$55,000,000 and the Additional Bonds (the “Bond Purchase Agreement”) be and is hereby approved;

• (b) the directors of the Company (the “Directors”) be and are hereby authorised to (i) issue the Additional Bonds on and subject to the terms of the Bond Purchase Agreement and (ii) to issue from time to time and in accordance with the terms and conditions of the Additional Bonds, such number of new shares in the capital of the Company as may be required to be issued pursuant to the exercise of the conversion rights attached to the Additional Bonds; and

• (c) the Directors be and are hereby authorised to take such other actions and execute such other documents or deeds as they may consider necessary or desirable to effect the transactions contemplated under the Bond Purchase Agreement and the issue of the Additional Bonds.

Signature[6] Date

Notes:

1. Full name(s) and address(s) 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 Company registered in your name(s).

3. If any proxy, other than the chairman of the meeting is preferred, strike out “the chairman of the special general meeting or” 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, PLEASE INDICATE WITH A TICK IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE INDICATE WITH A TICK IN THE RELEVANT BOX MARKED “AGAINST”. Failure to indicate which way you wish your votes to be cast will entitle your proxy to cast your votes 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. In order to be valid 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 hereof, must be lodged at the head office of the Company in Hong Kong at Suites 7001-7005, 70/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong, not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

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 be under its seal or under the hand of an officer or attorney duly authorised.

7. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

8. The proxy need not be a member of the Company but must attend the meeting and at any adjournment thereof in person to represent you.