CR Construction Group Holdings Limited — Proxy Solicitation & Information Statement 2004

Sep 28, 2004

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KEL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 681)

FORM OF PROXY FOR SPECIAL GENERAL MEETING

No. of shares to which this form of proxy relates (Note 1)

I/We (Note 2)

of

being the registered shareholder(s) of KEL HOLDINGS LIMITED (the “Company”), hereby appoint (Note 3) the Chairman of the Special General

No. of shares to which this form of proxy relates (Note 1) I/We_(Note 2) of being the registered shareholder(s) of KEL HOLDINGS LIMITED (the “Company”), hereby appoint(Note 3)_the Chairman of the Special General	No. of shares to which this form of proxy relates (Note 1) I/We_(Note 2) of being the registered shareholder(s) of KEL HOLDINGS LIMITED (the “Company”), hereby appoint(Note 3)_the Chairman of the Special General	No. of shares to which this form of proxy relates (Note 1) I/We_(Note 2) of being the registered shareholder(s) of KEL HOLDINGS LIMITED (the “Company”), hereby appoint(Note 3)_the Chairman of the Special General	No. of shares to which this form of proxy relates (Note 1) I/We_(Note 2) of being the registered shareholder(s) of KEL HOLDINGS LIMITED (the “Company”), hereby appoint(Note 3)_the Chairman of the Special General	No. of shares to which this form of proxy relates (Note 1) I/We_(Note 2) of being the registered shareholder(s) of KEL HOLDINGS LIMITED (the “Company”), hereby appoint(Note 3)_the Chairman of the Special General	No. of shares to which this form of proxy relates (Note 1) I/We_(Note 2) of being the registered shareholder(s) of KEL HOLDINGS LIMITED (the “Company”), hereby appoint(Note 3)_the Chairman of the Special General	No. of shares to which this form of proxy relates (Note 1)	No. of shares to which this form of proxy relates (Note 1)
Meeting of or failing him of as my/our proxy to attend, act and vote for me/us and on my/our behalf at the Special General Meeting of the Company to be held at 10:30 a.m. on 20 October 2004 (Wednesday) at The Ritz-Carlton Hong Kong, Salon II, The Ballroom, The Ballroom Level, 3 Connaught Road, Central, Hong Kong and any adjournment thereof on the Resolutions referred to in the Notice of the Special General Meeting as indicated below:			of
Ordinary Resolution							For (Note 4)	Against (Note 4)
1.	(a) To approve the agreement dated 2 August 2004 between the Company, Brilliant China Investments Limited, Camture Limited, and Ms. Han Fengyun (the “Second Xin Hua Acquisition Agreement”) and the transactions contemplated thereunder; and (b) to authorize the directors of the Company to take all steps necessary, desirable or expedient for the purpose of or in connection with the implementation of the Second Xin Hua Acquisition Agreement and to make and agree to such amendment to the terms of the Second Xin Hua Acquisition Agreement as the directors in their discretion consider be necessary and in the best interest of the Company.
Special Resolution							For (Note 4)	Against (Note 4)
1.	(a) Subject to the passing of the Ordinary Resolution set out above and the approval of the Registrar of Companies in Bermuda, to approve the name of the Company be changed from “KEL Holdings Limited” to “Chinese People Gas Holdings Company Limited” and the Chinese translation of the name of the Company be changed from “基電控股有限公司” to “中民燃氣控股有限公司”, for identification purpose only; and (b) any director or the secretary of the Company be and is hereby authorized to, upon the completion of the Second Xin Hua Acquisition Agreement (as defined in the Ordinary Resolution set out above) to file all such documents with the Registrar of Companies in Bermuda and do all such acts, deeds and things as he/she in his/her absolute discretion deems fit to effect and implement the change of the Company’s name.

Dated this day of 2004

Signature (Note 5)

Notes:

1. Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

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

3. If any proxy other than the Chairman of the Meeting is preferred, delete words “THE CHAIRMAN OF THE SPECIAL GENERAL MEETING” and insert the name and address of the proxy desired in the space provided.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting (or any adjournment thereof) other than those referred to in the notice convening the Meeting.

5. This instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person authorized to sign the same.

6. 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 of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tengis Limited at Ground Floor, 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 adjournment thereof.

7. Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders present at the Meeting, the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.

8. Any shareholder entitled to attend and vote at the Meeting convened by the above notice shall be entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.

9. Any alteration made to this form of proxy must be initialed by the person who sign it.

10. Completion and deposit of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the Meeting convened or any adjourned meeting and in such event, the form of proxy will be deemed to be revoked.