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

Sep 2, 2008

(Incorporated in Bermuda with limited liability)

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(Stock Code: 00418)

FORM OF PROXY FOR SPECIAL GENERAL MEETING

I/We1,

of

2

share(s) of HK$0.10 each in the capital 3 the Chairman of the meeting or

being the registered holder(s) of

of Founder Holdings Limited (the “Company”), hereby appoint

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 (the “Meeting”) to be held at 10:30 a.m. on Monday, 22 September 2008 at Unit 1408, 14th Floor, Cable TV Tower, 9 Hoi Shing Road, Tsuen Wan, New Territories, Hong Kong and at any adjournment thereof on the undermentioned resolutions referred to in the notice convening the Meeting, or if no such indication is given, as my/our proxy thinks fit.

Ordinary Resolutions	Ordinary Resolutions	For4	Against4
1.	To approve the New Lease Agreement, the transaction thereunder and the proposed capfor the year ending 31 December 2008.12
2.	To approve the Lease Renewal Agreement, the transactions thereunder and the proposedcaps for each of the three years ending 31 December 2011.12
3.	To approve the Additional Subway Software Agreement and the transactionsthereunder.12
4.	To approve the New Japan Master Agreement, the transactions thereunder and theproposed caps for each of the three years ending 31 December 2010.12

5 Signature(s) :

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. Any shareholder entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy needs 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 discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the said meeting other than those referred to in the notice convening the Meeting.

5. This form of proxy must be signed by the appointer, 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.

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 was solely entitled thereto; but if more than one of such joint holders are 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 or authority must be deposited at the principal place of business of the Company 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 initialled 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 and vote in his/her stead. 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”), Peking University Founder Group Company Limited, the controlling shareholder of the Company, and its associates (as defined in the Listing Rules) are required to abstain from voting on the above ordinary resolutions.

11. The ordinary resolutions as set out above will be determined by way of poll.

12. The description of the ordinary resolution is by way of summary. The full text of the ordinary resolution is set out in the notice of the Meeting.

* For identification purpose only