Continental Holdings Limited — Proxy Solicitation & Information Statement 2005

Apr 21, 2005

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(Incorporated in Hong Kong under the Companies Ordinance)

(Stock Code: 291)

Proxy form for use at the Annual General Meeting of CHINA RESOURCES ENTERPRISE, LIMITED (the ‘‘Company’’) to be held at 3: 30 p.m. on Thursday, 2 June 2005 and at any adjournment thereof.

I/We (note1) of being the registered holder(s) of of HK$1.00 each in the capital of the Company, hereby appoint the Chairman of the meeting or (note 3) of

shares (note 2)

or failing him of to act as my/our proxy at the Annual General Meeting of the Company to be held at 50th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on Thursday, 2 June 2005 at 3: 30 p.m. and at any adjournment thereof and to vote on my/our behalf as indicated below (note 4).

			AT THE
			DISCRETION
	FOR	AGAINST	OF PROXY	ABSTAIN
	(note 4)	(note 4)	(note 4)	(note 4)

		FOR(note 4)	AGAINST(note 4)	AT THEDISCRETIONOF PROXY(note 4)	ABSTAIN(note 4)
1.	To receive and consider the audited Financial Statements and the Reports of theDirectors and Auditors for the year ended 31st December, 2004.
2.	To declare a final dividend.
3.	(a)To re-elect Mr. Lau Pak Shing as Director.
	(b)To re-elect Mr. Wang Qun as Director.
	(c)To re-elect Mr. Zhong Yi as Director.
	(d)To re-elect Mr. Xie Shengxi as Director.
	(e)To fix the fees for all Directors.
4.	To re-appoint Auditors and authorise the Directors to fix their remuneration.
5.	Ordinary Resolution in Item No. 5 of the Notice of Annual General Meeting. (Togive a general mandate to the Directors to repurchase shares of the Company)
6.	Ordinary Resolution in Item No. 6 of the Notice of Annual General Meeting. (Togive a general mandate to the Directors to issue new shares of the Company)
7.	Ordinary Resolution in Item No. 7 of the Notice of Annual General Meeting. (Toextend the general mandate to be given to the Directors to issue shares)
8.	Special Resolution in Item No. 8 of the Notice of Annual General Meeting. (Toamend the existing articles of association of the Company)

Dated this

Shareholder’s signature

(note 5)

Notes:

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

2. Please insert the number of shares of HK$1.00 each 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 is preferred, strike out ‘‘the Chairman of the meeting or’’ and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. 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. IF YOU WISH TO ALLOW YOUR PROXY TO CAST HIS VOTES ON ANY RESOLUTION AT HIS DISCRETION, TICK THE BOX MARKED ‘‘AT THE DISCRETION OF PROXY’’ BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, TICK THE BOX MARKED ‘‘ABSTAIN’’ BESIDE THE APPROPRIATE RESOLUTION. Failure to complete any of the boxes for each item will entitle your proxy to cast his votes on the relevant resolution at his discretion.

5. 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.

6. 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 were 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 in respect of such share shall alone be entitled to vote in respect thereof.

7. To be valid, this proxy form, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s registered office at 39th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or any adjournment thereof.

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

9. Completion and deposit of the proxy form will not preclude you from attending and voting at the meeting if you so wish.