Infinity Logistics and Transport Ventures Limited — Proxy Solicitation & Information Statement 2004

Dec 6, 2004

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UDL HOLDINGS LIMITED

(incorporated in Bermuda with limited liability)

Form of proxy for use at the Annual General Meeting to be held on 31st December 2004

I/We (Note 1)

of

being the registered holder(s) of

shares (Note 2) of HK$0.01 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 Annual General Meeting (and at any adjournment thereof) of the said Company to be held at Room 306, 3rd Floor, Hong Kong International Trade & Exhibition Centre, No. 1 Trademark Drive, Kowloon Bay, Hong Kong on 31st December 2004 at 2:00 p.m. for the purposes of considering and, if thought fit, passing the Resolutions set out in the Notice convening the said Meeting and at such 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 (Note 4) .

respect of the Resolutions as indicated below_(Note 4)_.
RESOLUTIONS (Note 4)	For	Against
1.To receive the audited consolidated financial statements and thereport of the Directors and the auditors for the year ended 31stJuly 2004
2.To re-elect Ms. Tse Mei Ha and Mr. Yuen Ming Fai, Matthew asDirectors and authorise the Board to fix Directors’ remuneration
3.To re-appoint CCIF CPA Limited as the Company’s auditors andto authorise the Directors to fix their remuneration
4.Resolution No. 4 as set out in the Notice of Annual General Meeting
5.Resolution No. 5 as set out in the Notice of Annual General Meeting
6.Resolution No. 6 as set out in the Notice of Annual General Meeting

Dated this day of December 2004 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” here inserted 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 RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE BOXES MARKED “AGAINST”. Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the Notice convening the Meeting.

5. This form of proxy must be signed by you or your attorney 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) which it is signed or a notarially certified copy thereof, most be deposited at the Company’s Registrar in Hong Kong. Tengis Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, not less than 48 hours before the time for holding the Meeting.

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

9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.