G. A. Holdings Limited — Proxy Solicitation & Information Statement 2005

May 30, 2005

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(Incorporated in the Cayman Islands with limited liability and carrying on business in Hong Kong under the trading name of German Automobiles International Limited) (Stock Code: 8126)

PROXY FORM FOR ANNUAL GENERAL MEETING

I/We[1] of being the registered holder(s) of shares[2] of HK$0.10 each in the capital of G.A. Holdings Limited (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or[3] of

as my/our proxy to vote and act for me/us at the Annual General Meeting (and at any adjournment thereof) of the Company to be held at unit 1206, 12th Floor, 9 Queen’s Road Central, Hong Kong on 30 June 2005 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the Resolutions as indicated below, or, if no such indication is given, as my/our proxy thinks fit.

Please indicate with a “ “ in the spaces provided how you wish your votes to be cast on a poll. Should this form be returned duly signed but without a specific direction, the proxy will vote or abstain at his/her discretion.

	of the Resolutions as indicated below, or, if no such indication is given, as my/our proxy thinks fit.indicate with a “?“ in the spaces provided how you wish your votes to be cast on a poll. Should thise returned duly signed but without a specific direction, the proxy will vote or abstain at his/herion.ORDINARY RESOLUTIONSFOR4AGAINST4receive and consider the audited financial statements and the reportsthe directors and auditors for theyear ended 31 December 2004.)To re-elect Mr. Xu Mingas a director)To re-elect Mr. Yin Bin as a director)To re-elect Mr. ZhangLei as a director)To authorise the Board of Directors to fix their remunerationre-appoint Grant Thornton, Certified Public Accountants as auditorsd authorise the board of Directors to fix their remuneration.grant a general mandate to the directors to allot, issue and deal withditional shares not exceeding 20% of the aggregate nominal amountthe issued share capital of the Company at the date of passing of thissolution.grant a general mandate to the directors to repurchase shares notceeding 10% of the aggregate nominal amount of the issued share	of the Resolutions as indicated below, or, if no such indication is given, as my/our proxy thinks fit.indicate with a “?“ in the spaces provided how you wish your votes to be cast on a poll. Should thise returned duly signed but without a specific direction, the proxy will vote or abstain at his/herion.ORDINARY RESOLUTIONSFOR4AGAINST4receive and consider the audited financial statements and the reportsthe directors and auditors for theyear ended 31 December 2004.)To re-elect Mr. Xu Mingas a director)To re-elect Mr. Yin Bin as a director)To re-elect Mr. ZhangLei as a director)To authorise the Board of Directors to fix their remunerationre-appoint Grant Thornton, Certified Public Accountants as auditorsd authorise the board of Directors to fix their remuneration.grant a general mandate to the directors to allot, issue and deal withditional shares not exceeding 20% of the aggregate nominal amountthe issued share capital of the Company at the date of passing of thissolution.grant a general mandate to the directors to repurchase shares notceeding 10% of the aggregate nominal amount of the issued share	of the Resolutions as indicated below, or, if no such indication is given, as my/our proxy thinks fit.indicate with a “?“ in the spaces provided how you wish your votes to be cast on a poll. Should thise returned duly signed but without a specific direction, the proxy will vote or abstain at his/herion.ORDINARY RESOLUTIONSFOR4AGAINST4receive and consider the audited financial statements and the reportsthe directors and auditors for theyear ended 31 December 2004.)To re-elect Mr. Xu Mingas a director)To re-elect Mr. Yin Bin as a director)To re-elect Mr. ZhangLei as a director)To authorise the Board of Directors to fix their remunerationre-appoint Grant Thornton, Certified Public Accountants as auditorsd authorise the board of Directors to fix their remuneration.grant a general mandate to the directors to allot, issue and deal withditional shares not exceeding 20% of the aggregate nominal amountthe issued share capital of the Company at the date of passing of thissolution.grant a general mandate to the directors to repurchase shares notceeding 10% of the aggregate nominal amount of the issued share
	ORDINARY RESOLUTIONS	FOR4	AGAINST4
1. Toof	receive and consider the audited financial statements and the reportsthe directors and auditors for theyear ended 31 December 2004.
2. (a	)To re-elect Mr. Xu Mingas a director
(b	)To re-elect Mr. Yin Bin as a director
(c	)To re-elect Mr. ZhangLei as a director
(d	)To authorise the Board of Directors to fix their remuneration
3. Toan	re-appoint Grant Thornton, Certified Public Accountants as auditorsd authorise the board of Directors to fix their remuneration.
4. Toadofre	grant a general mandate to the directors to allot, issue and deal withditional shares not exceeding 20% of the aggregate nominal amountthe issued share capital of the Company at the date of passing of thissolution.
5. To grant a general mandate to the directors to repurchase shares notexceeding 10% of the aggregate nominal amount of the issued sharecapital of the Companyat the date ofpassingof this resolution.	grant a general mandate to the directors to repurchase shares notceeding 10% of the aggregate nominal amount of the issued share
6. To extend the general mandate granted to the directors to allot, issueand deal with additional shares by the amount representing the aggregatenominal amount of the share capital of the Company repurchased bythe Company.

Date

Signature(s)[5]

Notes:

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

2. Please insert the number of shares of HK$0.10 each in the Company to which this form of proxy relates 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 Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, strike out the words “the Chairman of the Meeting or” herein stated and insert the name and address of the proxy desired in the space provided in BLOCK CAPITAL. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE ABOVE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE ABOVE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST” . Failure to complete any or all the boxes will entitle your proxy to cast his/her votes at his/her 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 either under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

6. 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 notarially certified copy thereof , must be deposited at the Company’s Share Register in Hong Kong, Computershare Hong Kong Investor Services Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong net less than 48 hours before the time for the holding of the meeting or any adjournment thereof.

7. In the case of joint holders of a share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders is 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 of the Company in respect of such share shall alone be entitled to vote in respect thereof.

8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting in person if you so wish, but the authority of your proxy will become invalid forthwith.

10. Any alteration made in this form of proxy must be initialed by the person who signs it.