Dynasty Fine Wines Group Limited — Proxy Solicitation & Information Statement 2004

Apr 19, 2004

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(incorporated in Bermuda with limited liability)

Form of Proxy for Special General Meeting

I/We[1] ,

of

being

share(s) of HK$0.10 each in the capital of

the registered holder(s) of[2] Founder Holdings Limited (the “Company”) hereby appoint[3] the Chairman of the meeting or

of

or failing him

of

as my/our proxy to vote for me/us on my/our behalf at the Special General Meeting of the Company to be held at Unit 1408, 14th Floor, Cable TV Tower, 9 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong on 24 May 2004 at 11:30 a.m. (or as soon as thereafter as the annual general meeting of the Company convened for the same day and at the same place shall have concluded or been adjourned) and at any adjournment thereof on the undermentioned resolution referred to in the notice convening the Special General Meeting, or if no such indication is given, as my/our proxy thinks fit.

	For	4	Against	4
SPECIAL RESOLUTION

Signature(s)[ 5 ] :

Date:

Notes:

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

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

2. Any shareholder entitled to attend and vote at the Special General Meeting is entitled to appoint one or more proxy to attend and vote in his stead. A proxy need not be a shareholder of the Company.

3. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the said meeting other than that referred to in the notice convening the meeting.

4. This proxy form must be signed by the appointor, or his attorney duly authorised in writing, or if such appointor be a corporation, either under its Common Seal or under the hand of an officer, attorney or other person so authorised.

5. In the case of joint registered holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding.

6. To be valid, this proxy form together with any 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 place of business in Hong Kong at Unit 1408, 14th Floor, Cable TV Tower, 9 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong not later than 48 hours before the time of the meeting or any adjournment thereof.

7. Any alterations made in this proxy form should be initialled by the person who signs it.

• For identification purpose only