Deewin Tianxia Co., Ltd — Proxy Solicitation & Information Statement 2005

Jan 13, 2005

ING BEIJING INVESTMENT COMPANY LIMITED （ING北京投資有限公司）

(incorporated in Hong Kong with limited liability)

PROXY FORM FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 7 FEBRUARY 2005 AT 11:00 A.M. (AND AT ANY ADJOURNMENT THEREOF)

I/We (note 1)

of

being the registered holder(s) of

shares (note 2) of HK$0.10 each in the capital of

ING BEIJING INVESTMENT COMPANY LIMITED (ING北京投資有限公司 ) (“the Company”), hereby

appoint the Chairman of the Meeting or (notes 3) of

as my/our proxy to attend at the extraordinary general meeting of the Company to be held at 41st Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong on 7 February 2005 at 11:00 a.m. (and at any adjournment thereof) and vote for me/us as indicated below (note 4) .

For (note 4) Against (note 4)

A special resolution to approve the Scheme of Arrangement.

Signatures (note 5)

Dated the day of 2005

Notes:–

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

2. Please insert the number of shares of HK$0.10 each registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the shares of 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 THE RESOLUTION, TICK THE BOX MARKED “FOR” BESIDE THE RESOLUTION. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST” BESIDE THE RESOLUTION. Failure to complete any or all boxes will entitle your proxy to cast his vote on the resolution at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than that referred to in the notice convening the meeting or abstain.

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 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 notarially certified copy thereof, must be deposited at the share registrars of the Company, Standard Registrars Limited, Ground Floor, 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.

8. A 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, but in the event you attend the meeting, this form of proxy will be deemed to have been revoked.