Dongyue Group Limited — Proxy Solicitation & Information Statement 2005

Jul 27, 2005

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HERALD HOLDINGS LIMITED

(incorporated in Bermuda with limited liability)

(Stock Code : 00114)

Form of proxy for use at the Special General Meeting convened for Friday, 16 September, 2005

I/We[(1)]

of

being the registered holder(s) of[(2)] Shares of US$0.01 each in the capital of the above-named Company, hereby appoint the Chairman of the Meeting[(3)]

or

of

as my/our proxy to vote and act for me/us at the Special General Meeting (and at any adjournment thereof) of the said Company to be held at the Chater Room I, Function Room Level (B1), The Ritz-Carlton Hotel Hong Kong, 3 Connaught Road Central, Hong Kong on Friday, 16 September, 2005 at 3:50 p.m. (or so soon thereafter as the Annual General Meeting of the Company convened for earlier that day at the same place shall have been concluded or adjourned).

I/We direct my/our proxy to vote in respect of the Resolutions to be proposed at such Special General Meeting in the following manner:

For[(4)] Against[(4)] 1. ❑ ❑ the Resolution numbered 1. 2. ❑ ❑ the Resolution numbered 2.

Notes:

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

2. Please insert the number of Shares 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 desired strike out the words “the Chairman of the Meeting” and insert the name and address of the proxy desired in the space provided. Any alteration made to this form of proxy must be initialled by the person who signs it .

4. Please indicate with a “✔” in the appropriate box beside each of the resolutions, showing how you wish the proxy to vote on your behalf. Failure to do so will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting in addition to those referred to in the notice convening the Meeting.

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 its common seal or under the hand of its attorney or officer so authorised.

6. If more than one of joint holders are present at the meeting personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the Register.

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 such power or authority must be deposited at the Company’s principal office at 3110, 31st Floor, Tower Two, Lippo Centre, 89 Queensway, Hong Kong not less than 48 hours before the time for holding the Meeting or any adjournment thereof.

8. You are entitled to appoint a proxy of your own choice. A proxy need not be a member of the Company.

9. Completion and return of this form of proxy will not preclude you from attending and voting at the Meeting should you so wish.

2005

Signed:

Date: