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)

FORM OF PROXY FOR USE AT THE MEETING CONVENED BY DIRECTION OF THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE HOLDERS OF ORDINARY SHARES OF HK$0.10 EACH IN THE CAPITAL OF THE ABOVE-NAMED COMPANY (OR AT ANY ADJOURNMENT THEREOF).

IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION, COURT OF FIRST INSTANCE, MISCELLANEOUS PROCEEDINGS, No. 4971 OF 2004

IN THE MATTER OF ING BEIJING INVESTMENT COMPANY LIMITED (ING北京投資有限 公司 ) AND IN THE MATTER OF THE COMPANIES ORDINANCE (Chapter 32)

I/We[1] ,

of

ordinary shares of HK$0.10

being the registered holder(s) of[2] ordinary shares of HK$0.10 each in the capital of the Company, HEREBY APPOINT the Chairman of the Meeting or[3]

of

as my/our

proxy to attend and act for me/us and on my/our behalf at the Meeting of the holders of ordinary shares of HK$0.10 each in the capital of the Company convened by direction of the High Court of the Hong Kong Special Administrative Region (or at any adjournment thereof) to be held at 41st Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong on 7 February 2005 at 10:00 for the purpose of considering and, if thought fit, approving (with or without modification) the Scheme of Arrangement referred to in the Notice convening the Meeting and at such Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) for the Scheme (either with or without modification, as my/our proxy may approve) or against the Scheme as hereunder indicated, and if no such indication is given, as my/our proxy thinks fit.

For the Scheme[4]

Against the Scheme[4]

Signature(s)[5]

Dated this

day of 2005

Notes:–

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

2. Please insert the number of ordinary shares of HK$0.10 each in the capital of the Company registered in your name(s) and to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares 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 or” herein inserted and inserted the name and address of the proxy desired in the space provided. The proxy need not be a member of the Company, but must attend the Meeting in person to represent you. 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 SCHEME, TICK IN THE BOX NEXT TO THE BOX MARKED “For the Scheme”. IF YOU WISH TO VOTE AGAINST THE SCHEME, TICK IN THE BOX NEXT TO THE BOX MARKED “Against the Scheme”. Failure to tick either box will enable your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote 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 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 seal or under the hand of an officer or attorney duly authorised.

6. You are requested to lodge 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 or authority, at the registrar of the Company, Standard Registrars 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, but if this form of proxy is not so lodged, it may handed to the Chairman of the Meeting at the Meeting. Delivery of this form of proxy will not preclude you from attending the Meeting if you so wish, but in the event that you attend the Meeting, this form of proxy will be deemed to have been revoked.

7. Where there are joint registered holders of any share, any one of such persons may vote at the 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 the Meeting personally or by proxy, that one of the said persons so present whose name stands first on in the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.