Elife Holdings Limited — Proxy Solicitation & Information Statement 2005

Apr 28, 2005

KENFAIR INTERNATIONAL (HOLDINGS) LIMITED 建發國際（控股）有限公司

(incorporated in the Cayman Islands with limited liability) (Stock code: 223)

Form of Proxy For the 2005 Annual General Meeting

I/We[1 ]

of

shares of HK$0.01 each in the capital of Kenfair

being the registered holder(s) of[2 ] shares of HK$0.01 each in the capital of Kenfair International (Holdings) Limited (the “Company”) hereby appoint the Chairman of the Meeting[3] , or

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at 28/F, Tower 6, The Gateway, Harbour City, 9 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on 21 May 2005 (Saturday) at 10:00 a.m. and at any adjournment thereof on the undermentioned resolutions as indicated and if no such indication is given as my/our proxy thinks fit.

	tional (Holdings) Limited (the “Company”) hereby appoint the C	tional (Holdings) Limited (the “Company”) hereby appoint the C	hairman of the M	hairman of the M	eeting3, or
	our proxy to attend and vote for me/us and on my/our behalf at the Annualeld at 28/F, Tower 6, The Gateway, Harbour City, 9 Canton Road, Tsim Sha05 (Saturday) at 10:00 a.m. and at any adjournment thereof on the undermo such indication is given as my/our proxy thinks fit.		General Meeting of tTsui, Kowloon, Hongentioned resolutions		he CompanyKong on 21as indicated
	ORDINARY RESOLUTIONS	F	OR4	AG	AINST4
1	To receive and consider the audited consolidated financialstatements, directors’ report and auditors’ report for the year
	ended 31 March 2005.
2	To declare a final dividend for the year ended 31 March 2005.
3(1)	To re-elect a director, Mr. Chan Wing Yau, George as anindependent non-executive director.
3(2)	To authorize the board of directors to fix the remuneration ofMr. Chan Wing Yau, George as independent non-executivedirector.
4	To re-appoint HLB Hodgson Impey Cheng as auditors and toauthorise the board of directors to fix their remuneration.
5	To grant a general mandate to the directors to allot, issue anddeal with additional shares of the Company.
6	To grant a general mandate to the directors to repurchase sharesof the Company.
7	To extend the general mandate granted to the directors to issueshares by the number of shares repurchased.
	re:Date:Full name(s) and address(es) to be inserted inBLOCK CAPITALS.Please insert the number of shares registered in your name(s). If no number is inserted,relate to all the shares in the capital of the Company registered in your name(s).If any proxy other than the chairman of the meeting is preferred, please strike out “the Chaname and address of the proxy desired in the space provided.
			this form of proxy wilirman of the Meeting or		l be deemed to
					” and insert the

Signature:

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, please strike out “the Chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided.

4. Please indicate with an “X” in the relevant box how you wish the proxy to vote on your behalf. If this form of proxy is returned without any indication, you will be deemed to have authorised your proxy to vote or abstain from voting as he thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than that referred to in the notice convening the meeting.

5. Any alteration made to this form of proxy should be initialled.

6. Any member entitled to attend and vote is entitled to appoint a proxy(ies) to attend instead of him and to vote on a poll. A proxy need not be a member of the Company.

7. If the appointor is a corporation, this form of proxy must be executed under its common seal or under the hand of an officer, attorney or other person duly authorised on that behalf.

8. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members.

9. 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 certified copy of that power or authority must be completed and deposited to the Company’s Hong Kong share registrar, Tengis Limited of G/F, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong and in any event not less than 48 hours before the time appointed for holding the Meeting or any adjourned meeting thereof (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting or any adjourned meeting thereof (as the case may be).