Fujian Holdings Limited — Proxy Solicitation & Information Statement 2005

Jan 3, 2005

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FUJIAN HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 181)

FORM OF PROXY

FORM OF PROXY FOR USE BY SHAREHOLDERS AT THE EXTRAORDINARY GENERAL MEETING OF FUJIAN HOLDINGS LIMITED TO BE HELD AT 10:00 A.M. ON THURSDAY, 20 JANUARY, 2005 AT THE BOARDROOM, 1ST FLOOR, SOUTH PACIFIC HOTEL, 23 MORRISON HILL ROAD, WANCHAI, HONG KONG AND ANY ADJOURNMENT THEREOF.

I/We [(note 1)]

of

being the registered holder(s) of [(note 2)]

ordinary share(s) of HK$0.125 each in the capital of Fujian Holdings Limited (“the Company”) HEREBY APPOINT [(note 3)]

of

or failing him, the chairman of the extraordinary general meeting (“EGM”) to act as my/our proxy to attend and vote on my/our behalf at the EGM of the Company to be held at 10:00 a.m. on Thursday, 20 January, 2005 at The Boardroom, 1st Floor, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong and at any adjournment thereof (and to exercise all rights conferred on proxies under law, regulation and the Memorandum and Articles of Association of the Company) as hereunder indicated and, if no such indication is given, as my/our proxy thinks fit.

Please make a mark in the appropriate boxes to indicate how you wish your vote to be cast on a poll [(note 4)] :

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR(note 4)	AGAINST(note 4)
1.	To approve the Harmony Acquisition Agreement and the transactioncontemplated thereunder.
2.	To approve the Loan Agreement and the transaction contemplatedthereunder.
Dated the		day of	2005

Shareholder’s Signature [(notes 5 and 6)]

Notes:

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

2. Please insert the number of shares of the Company 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. A proxy need not be a member of the Company. PLEASE INSERT THE NAME AND ADDRESS OF THE PERSON APPOINTED AS PROXY IN THE SPACE PROVIDED. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE EGM WILL ACT AS YOUR PROXY.

4. IF YOU WISH TO VOTE FOR THE RESOLUTIONS SET OUT ABOVE, PLEASE TICK (“4”) IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST SUCH RESOLUTIONS, PLEASE TICK (“ ✔ ”) IN THE BOX MARKED “ AGAINST”. If this form returned is duly signed but without specific direction on the proposed resolution, the proxy may vote for or against or abstain at his discretion in respect of such resolution. A proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM and any amendment thereof.

5. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holders are present at the EGM, whether in person or by proxy, that joint holder whose name stands first on the register of members of the Company in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

6. The form of proxy must be signed by you, or your attorney duly authorized in writing, or in the case of a corporation, either under its seal or under the hand of an officer, attorney or other person so authorized.

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 certified copy of such power or authority must be deposited at the registered office of the Company at Unit 3213, 32 Floor, Cosco Tower, 183 Queen’s Road, Central Hong Kong not later than 48 hours before the time of the EGM or any adjournment thereof.

8. Any alteration made to this form should be initialed by the person who signs the form.

9. Completion and return of this form of proxy will not preclude you from attending and voting at the EGM if you so wish. In the event that you attend the EGM after having lodged this form of proxy, this form of proxy will be deemed to have been revoked.