Deson Development International Holdings Limited — Proxy Solicitation & Information Statement 2005

Feb 28, 2005

DESON DEVELOPMENT INTERNATIONAL HOLDINGS LIMITED 迪臣發展國際集團有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 262)

FORM OF PROXY FOR 2005 SPECIAL GENERAL MEETING

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

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I/We (Note 2)

of

being the registered shareholder(s) of DESON DEVELOPMENT INTERNATIONAL HOLDINGS LIMITED (the “Company”), hereby appoint (Note 3) the Chairman of the Special General Meeting or failing him, of

as my/our proxy/proxies to attend, act and vote for me/us and on my/our behalf at the 2005 Special General Meeting of the Company to be held at 11th Floor, Nanyang Plaza, 57 Hung To Road, Kwun Tong, Kowloon on 15 March, 2005 (Tuesday) at 10:00 a.m. and any adjournment thereof for the purposes of considering of and, if thought fit, passing the resolutions as set out in the Notice of the 2005 Special General Meeting in the manner indicated below:

Ordinary Resolution	Ordinary Resolution	Ordinary Resolution	Ordinary Resolution	For (Note 4)	For (Note 4)	Against (Note 4)	Against (Note 4)
1(a) (b)(c)	To approve, ratify and confirm the conditional Sale and Purchase Agreement(the “Agreement”) dated 15 December 2004 entered into between the Company,Deson Development Holdings Limited (the “Vendor”) and Asian Allied Limited(“Asian Allied”) in relation to the sale by the Vendor and the purchase by AsianAllied of the entire issue share capital of Super Win Development Limited(“Super Win”) and the shareholder’s loan due and owing to the Vendor by SuperWin;To approve, ratify and confirm all transactions contemplated under the Agreementand the implementation thereof; andTo authorize any one director of the Company, or any two directors of theCompany if the affixation of the common seal is necessary, to execute all suchdocuments, instruments, agreement and deeds and do all such acts, matters andthings as he/they in his/their absolute discretion consider necessary or desirablefor the purpose of and in connection with the implementation of the Agreementand the transactions contemplated thereunder and to make and/or agreed to suchvariations of the terms of the Agreement as he/they may in his/their absolutediscretion consider necessary or desirable.
		ment”) dated 15 December 2004 entered into betwlopment Holdings Limited (the “Vendor”) and Asied”) in relation to the sale by the Vendor and the p	een the Company,an Allied Limitedurchase by Asian
		e entire issue share capital of Super Win Deve”) and the shareholder’s loan due and owing to theratify and confirm all transactions contemplated undementation thereof; and	lopment LimitedVendor by Superer the Agreement
		e any one director of the Company, or any twothe affixation of the common seal is necessary, toinstruments, agreement and deeds and do all such/they in his/their absolute discretion consider neceose of and in connection with the implementationsactions contemplated thereunder and to make and/f the terms of the Agreement as he/they may inonsider necessary or desirable.	directors of theexecute all suchacts, matters andssary or desirableof the Agreementor agreed to suchhis/their absolute
		day of, 2005number of shares registered in your name(s) to which thio all the shares of the Company registered in your name(s)address(es) to be inserted in BLOCK CAPITALS. The namr than the Chairman of the Meeting is preferred, delete we and address of the proxy desired in the space provide.YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK IONS, TICK THE BOX MARKED “AGAINST”. Failure to	Signature_(Note 5_s proxy relates. If no n.es of all joint holders sords “THE CHAIRMAN THE BOX MARKEDtick a box will entitle		)umber is inserted, thishould be stated.N OF THE SPECIAL G“FOR”. IF YOU WISHyour proxy to cast your
							form of proxy will beENERAL MEETING”TO VOTE AGAINSTvote at his discretion.

Dated this day of , 2005 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 provide.

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 form of proxy must be signed under the hand of the appointor or his attorney duly authorized in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorized.

6. 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 should there be more than one of such joint holders present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

7. 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 the power of attorney or other authority must be deposited at the Hong Kong Branch Share Registrars of the Company, Tengis Limited, of 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 the Meeting or any adjournment thereof.

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 duly initialed by the person who signs it.

10. Completion and return of this form of proxy will not preclude you from attending and voting at the Meeting.

• For identification purpose only