Dynasty Fine Wines Group Limited — Proxy Solicitation & Information Statement 2008

Dec 2, 2008

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(Stock Code: 00418)

FORM OF PROXY FOR SPECIAL GENERAL MEETING

I/We[1] ,

of

being the registered holder(s) of[2]

share(s) of HK$0.10 each in the capital of 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 10:00 a.m. on Friday, 19 December 2008 at Unit 1408, 14th Floor, Cable TV Tower, 9 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong and at any adjournment thereof for the purposes of considering and, if thought fit, passing the resolution referred to in the notice convening the Special General Meeting, or if no such indication is given, as my/our proxy thinks fit to vote for me/us and in my/our name(s) in respect of the resolution as indicated below.

ORDINARY RESOLUTION	For4	Against4
To approve the transactions under the Peking Founder Master Agreement and
the proposed annual caps for each of the three years ending 31 December
2009, 2010 and 2011.

Signature(s)[5] :

Date:

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 capital of the Company 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” and insert the name and address of the proxy desired in the space provided. Any shareholder entitled to attend and vote at the Special General Meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company.

4. 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/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the said meeting other than that referred to in the notice convening the Special General Meeting.

5. This form of proxy must be signed by the appointer, or his/her 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.

6. Where there are joint holders of any share, any one of such joint holders may vote at the meeting, either personally or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders be present at the meeting, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

7. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of 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.

8. Any alterations made in this form of proxy should be initialed by the person who signs it.

9. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy needs not be a shareholder of the Company but must be present in person at the meeting to represent the shareholder. Completion and return of the form of proxy will not preclude a shareholder from attending the meeting and voting in person. In such event, his/her form of proxy will be deemed to have been revoked.

10. In accordance with Chapter 14A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), 北大方正集團有限公司 (Peking University Founder Group Company Limited*) and its associates (as defined in the Listing Rules) are required to abstain from voting on the above ordinary resolution.

11. The ordinary resolution as set out in the notice of the Special General Meeting will be determined by way of a poll.

• For identification purpose only