Kai Yuan Holdings Limited — Proxy Solicitation & Information Statement 2004

Oct 29, 2004

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GUO XIN GROUP LIMITED

*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1215)

Form of Proxy for use at the Annual General Meeting to be held on Friday, 26 November 2004 at 10:00 a.m. or any adjournment thereof

I/We[1] , of[1]

being the registered holder(s) of[2] HK$0.1 each in the share capital of Guo Xin Group Limited (the “Company”) hereby appoint[3] of[3]

ordinary shares of

or failing him/her the Chairman of the Annual General Meeting as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at 4101, 41st Floor, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on 26 November 2004 at 10:00 a.m., and at any adjournment thereof.

	1.	To receive and consider the financial statements and the reports of the directors and auditors for the year ended 30 June 2004
	2.	(a) To re-elect Mr. Tam Sun Wing as independent non-executive director
		(b) To re-elect Mr. Ko Ming Tung, Edward as independent non-executive director
		(c) To re-elect Mr. Ng Ge Bun as independent non-executive director
		(d) To authorize the Board of Directors to fix the directors’ remuneration
	3.	(a) To re-appoint Deloitte Touche Tohmatsu as auditors
		(b) To authorize the Board of Directors to fix the auditors’ remuneration
	4.	(a) To pass the Special Resolution No.4 (1) set out in the notice of Annual General Meeting
		(b) To pass the Ordinary Resolution No.4 (2) set out in the notice of Annual General Meeting
		(c) To pass the Ordinary Resolution No.4 (3) set out in the notice of Annual General Meeting

Signature(s)[5]

Date:

2004

Notes:

1. Please insert your name(s) in full and your address(es) in BLOCK CAPITALS.

2. Please insert the number of ordinary shares registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the ordinary shares in the Company registered in your name(s).

3. Please insert the full name(s) and address(es) 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 A RESOLUTION, PLEASE PLACE A “ � ” IN THE RELEVANT BOX MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION, IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PLACE A “ � ” IN THE RELEVANT BOX MARKED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION. 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 those referred to in the notice convening the meeting.

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

6. In order 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 of such power or authority, must be deposited at the office of the share registrars of the Company in Hong Kong, Tengis Limited, at Ground Floor, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting.

7. In case of joint holders of a share, the vote of the person whose name stands first on the register of members in respect of such share shall be accepted to the exclusion of the vote(s) of the other joint holder(s).

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

9. Any alternations made in this form should be initialed by the person who signs it.

10. For identification purpose only