First Pacific Company Limited — Proxy Solicitation & Information Statement 2004

Apr 28, 2004

FORM OF PROXY

SUNHUNGKAI&CO.LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 86)

I/We (Note 1)

of

being the registered holder(s) of (Note 2)

shares of HK$0.20 each in the capital of

SUN HUNG KAI & CO. LIMITED (“the Company”), HEREBY APPOINT (Note 3)

of

or failing him, the Chairman of the meeting as my/our proxy to act for me/us at the Annual General Meeting (or at any adjournment thereof) of the Company to be held at Plaza V, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Thursday, 27 May 2004 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the resolutions (with or without modifications) as set out in the notice convening the said meeting (“Notice”) and at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

ResolutionsForAgainst(Note 4)	ResolutionsForAgainst(Note 4)
1.	To receive and adopt the audited accounts and the reports of the directors and auditorsfor the year ended 31 December 2003
2.	To declare a final and a special dividend
3.	(a)To re-elect Mr. David Craig Bartlett as director
	(b)To re-elect Sir Gordon Macwhinnie as director
	(c)To re-elect Mr. Joseph Tong Tang as director
	(d)To re-elect Mr. Dieter Yih as director
	(e)To fix the directors’ remuneration
4.	To re-appoint auditors and to authorise the board of directors to fix their remuneration
5.	(a)To grant a general mandate to the directors to issue securities(Ordinary Resolution No. 5A of the Notice)
	(b)To grant a general mandate to the directors to repurchase shares(Ordinary Resolution No. 5B of the Notice)
	(c)To extend the general mandate to the directors to issue shares(Ordinary Resolution No. 5C of the Notice)
6.	To amend the articles of association of the Company (Special Resolution No. 6of the Notice)

Signature (Note 5)

Dated this day of 2004.

Notes:

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

2. Please insert the number of shares of HK$0.20 each registered in your name(s) to which this form of proxy relates. 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. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK IN THE BOX MARKED “AGAINST”. Failure to complete the boxes will entitle your proxy to cast his vote at his discretion.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be executed either under its common seal or under the hand of an officer or attorney duly authorised.

6. In the case of joint holders, any one of such holders may attend and vote at the meeting either personally or by proxy, but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of the joint holding 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 thereof, must be deposited at the office of the Company’s share registrars, Secretaries Limited at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

8. The proxy need not be a member of the Company.

9. ANY ALTERATION MADE IN THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.