Elife Holdings Limited — Proxy Solicitation & Information Statement 2006

Jul 28, 2006

KENFAIR INTERNATIONAL (HOLDINGS) LIMITED �� !"#$%&'()

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 223)

Form of Proxy For the 2006 Annual General Meeting

I/We[1]

of

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 16 September 2006 (Saturday) at 10:00 a.m. and at any adjournment thereof on the undermentioned resolution as indicated and if no such indication is given as my/our proxy thinks fit.

	my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Companybe held at 28/F, Tower 6, The Gateway, Harbour City, 9 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on 16ptember 2006 (Saturday) at 10:00 a.m. and at any adjournment thereof on the undermentioned resolution asdicated and if no such indication is given as my/our proxy thinks fit.ORDINARY RESOLUTIONSFOR4AGAINST4.To receive and consider the audited consolidated financial statements,’’	my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Companybe held at 28/F, Tower 6, The Gateway, Harbour City, 9 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on 16ptember 2006 (Saturday) at 10:00 a.m. and at any adjournment thereof on the undermentioned resolution asdicated and if no such indication is given as my/our proxy thinks fit.ORDINARY RESOLUTIONSFOR4AGAINST4.To receive and consider the audited consolidated financial statements,’’	my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Companybe held at 28/F, Tower 6, The Gateway, Harbour City, 9 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on 16ptember 2006 (Saturday) at 10:00 a.m. and at any adjournment thereof on the undermentioned resolution asdicated and if no such indication is given as my/our proxy thinks fit.ORDINARY RESOLUTIONSFOR4AGAINST4.To receive and consider the audited consolidated financial statements,’’	my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Companybe held at 28/F, Tower 6, The Gateway, Harbour City, 9 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong on 16ptember 2006 (Saturday) at 10:00 a.m. and at any adjournment thereof on the undermentioned resolution asdicated and if no such indication is given as my/our proxy thinks fit.ORDINARY RESOLUTIONSFOR4AGAINST4.To receive and consider the audited consolidated financial statements,’’
	ORDINARY RESOLUTIONS	FOR4	AGAINST4
1	.To receive and consider the audited consolidated financial statements,’’
	directors report and auditors report for theyear ended 31 March 2006.
2	.(1)To re-elect a director, Mr. Chan Siu Chungas an executive director.
2	.(2)To authorize the board of directors to fix the remuneration of Mr. ChanSiu Chungas an executive director.
3	.To re-appoint HLB Hodgson Impey Cheng as auditors and to authorise theboard of directors to fix their remuneration.
4	.To grant a general mandate to the directors to allot, issue and deal withadditional shares of the Company.
5	.To grant a general mandate to the directors to repurchase shares of theCompany.
6	.To extend the general mandate granted to the directors to issue shares by thenumber of shares repurchased.
	SPECIAL RESOLUTIONS	FOR4	AGAINST4
1	.To approve the alternations to the articles of association of the Company.
2.To approve the reduction of the amount of HK$66,000,000 standing to thecredit of the share premium account of the Company and the transfer of suchreduced amount to the retained earnings account of the Company towardselimination of the accumulated losses of the Company as at 31 March 2006.	.To approve the reduction of the amount of HK$66,000,000 standing to 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.

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

1. 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.

1. 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.

2. 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 of the Company.

3. 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 26/F., Tesbury Centre, 28 Queen’s Road East, 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).

4. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjourned meeting thereof (as the case may be).