Hang Seng Bank Limited — Proxy Solicitation & Information Statement 2007

Dec 30, 2007

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China Fortune Holdings Limited 中國長遠控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 110)

(Formerly known as Fortune Telecom Holdings Limited)

(the “Company”)

FORM OF PROXY FOR USE AT THE SPECIAL GENERAL MEETING

TO BE HELD ON 15 January 2008 at 11:00 a.m. at Room 1505-7, Tower A, Regent Centre, 63 Wo Yi Hop Road, Kwai Chung, Hong Kong.

I/We[*] (Note 1)

of

being the registered holder(s) of

[share(s) ] [(Note 2)][ of ]

HK$0.10 each in the capital of the above-named Company, HEREBY APPOINT THE CHAIRMAN OF THE MEETING or (Note 3)

of

as my/our[] proxy to vote and act for me/us[] at the Special General Meeting (and at any adjournment thereof) of the said Company to be held on 15 January 2008 at 11:00 a.m. at Room 1505-7, Tower A, Regent Centre, 63 Wo Yi Hop Road, Kwai Chung, Hong Kong (the “Meeting”) for the purpose of considering and, if thought fit, passing the following resolutions, set out in the Notice convening the said Meeting.

Please indicate with a (3) in the spaces provided how you wish your vote(s) to be cast. Should this form be returned duly signed but without a specific direction, the proxy will vote or abstain at his discretion.

Resolution	FOR(Note 4)	AGAINST(Note 4)
(1)To approve, confirm and ratify the sale and purchase agreement dated24 July 2007 and as amended by two supplemental agreements dated27 July 2007 and 1 November 2007 and a confirmation letter dated 21December 2007 (the “Acquisition Agreement”), a copy of which hasbeen produced to the meeting marked “A” and signed by the chairmanof the meeting for the purpose of identification, entered into between,inter alia, Messrs. Lau Siu Ying, Lau Hung Bing and Lau Kin Ying (the“First Vendor”), Express Fortune Holdings Limited (the “Purchaser”),whereby the Purchaser agreed to acquire from the First Vendor theentire issued share capital in the Richly Giant International Limited(富鼎國際有限公司) (the “BVI Company”), which will indirectlyhold an approximately 40.8% equity interest in黃石市鍶發礦業有限責任公司(the “PRC Mining Company”) through the China YellowStone Investment Company Limited (the “H.K. Company”) at a totalconsideration of HK$367.2 million, of which HK$40 million will bepaid by the Purchaser in cash and the balance of HK$327.2 million willbe satisfied by the allotment and issue of 240 million new shares of theCompany (the “Consideration Shares”) to the First Vendor, upon theterms and subject to the conditions therein contained.
(2)To approve the creation and issue of Consideration Shares (as defined inthis circular (the “Circular”)) as set out in the Circular, on and subjectto the terms of the Acquisition Agreement.
(3)To authorize the directors of the Company (“Directors”), for and onbehalf of the Company, to take all steps necessary or expedient in theiropinion to implement and/or give effect to the terms of the AcquisitionAgreement.
(4)To authorize the Directors, for and on behalf of the Company, to executeall such other documents, instruments and agreements and to do allsuch acts or things deemed by them to be incidental to, ancillary toor in connection with the matters contemplated under the AcquisitionAgreement and to make such variation, amendment and waiver of anymatters relating thereto or in connection therewith which in the opinionof the Directors is not of a material nature and is in the interests of theCompany.

Resolution	Resolution	FOR(Note 4)	AGAINST(Note 4)
(5)To approve, confirm and ratify the sale and purchase agreement dated12 November 2007 and as amended by a confirmation letter dated 21December 2007 (the “Further Acquisition Agreement”), a copy ofwhich has been produced to the meeting marked “B” and signed by thechairman of the meeting for the purpose of identification, entered intobetween, inter alia, Foshan Goldsonic Telecom Development CompanyLimited (佛山市高訊通信發展有限公司) (the “Second Vendor”), thePurchaser and Mr. Zhang Zhulin (張竹林先生) (the “Covenanter”),whereby the Purchaser agreed to acquire from the Second Vendor a further10% direct interest in the PRC Mining Company at a consideration ofHK$90 million (the “Further Consideration”), which will be satisfiedby the allotment and issue of 66,016,300 new shares of the Company(the “Further Consideration Shares”) to the Second Vendor, upon theterms and subject to the conditions therein contained.
(6)To approve the creation and issue of Further Consideration Shares as setout in the Circular, on and subject to the terms of the Further AcquisitionAgreement.
(7)To authorize the Directors, for and on behalf of the Company, to takeall steps necessary or expedient in their opinion to implement and/orgive effect to the terms of the Further Acquisition Agreement.
(8)To auall suacts oconneAgreematteof theComp	thorize the Directors, for and on behalf of the Company, to executech other documents, instruments and agreements and to do all suchr things deemed by them to be incidental to, ancillary to or inction with the matters contemplated under the Further Acquisitionment and to make such variation, amendment and waiver of anyrs relating thereto or in connection therewith which in the opinionDirectors is not of a material nature and is in the interests of theany.”

• Delete when appropriate

Dated this day of[2008 ] Signed

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 Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, strike out THE CHAIRMAN OF THE MEETING and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to complete the boxes will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than that referred to in the Notice convening the Meeting.

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 or attorney duly authorised.

6. 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 votes 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.

7. To be valid, this form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at Tricor Abacus Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for the holding of Meeting.

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 the form of proxy will not preclude you from attending and voting at the Meeting if you so wish.

• For identification purposes only