Kin Shing Holdings Limited — Proxy Solicitation & Information Statement 2004

May 4, 2004

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TONGDA GROUP HOLDINGS LIMITED �� ! " # $ % & �

(Incorporated in Cayman Islands with limited liability)

Form of proxy for use at the 2003 Annual General Meeting or any adjournment thereof

I/We (note 1) of being the registered holder(s) of (note 2) shares of HK$0.01 each in the capital of Tongda Group Holdings Limited (the “Company”) HEREBY APPOINT the Chairman of the annual general meeting, or failing him

of to act as my/our proxy (note 3) to act for me/us at the Annual General Meeting (or at any adjournment thereof) of the Company to be held at the Board Room of Dynasty Club at 7th Floor of South West Tower, Convention Plaza, No. 1 Harbour Road, Wanchai, Hong Kong, on Wednesday, 9th June, 2004, at 11:00 a.m. and in particular (but without limitation) at such meeting (or any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions set out in the notice convening the said meeting as in such manner indicated below, or, if no such indication is given, as my/our proxy thinks fit. Please make a mark in the appropriate boxes to indicate how your vote(s) to be cast on a poll (note 4) :

	ORDINARY RESOLUTION	For	Against
1.	To receive and consider the audited accounts and the reports of the directors and auditors for the year ended 31st December, 2003.
2.	To authorise the board of directors to fix the remuneration of the directors and to re-elect the following directors who retired from their register offices by rotation under the Company’s Articles of Association:
	(i) Mr. Wong Ah Yu
	(ii) Mr. Wang Ya Hua
	(iii) Mr. Wong Ah Yeung
3.	To re-appoint auditors and to authorise the board of directors to fix their remuneration.
4.	To declare a final dividend.
5.	(A) To grant an unconditional mandate to the directors to issue and allot additional shares not exceeding 20% of the issued share capital of the Company.
	(B) To grant an unconditional mandate to the directors to repurchase the shares of the Company not exceeding 10% of the issued share capital of the Company.
	(C) To extend the mandate granted under resolution No. 5(A) by including the number of shares repurchased by the Company pursuant to resolution No. 5(B).
6.	To refresh the 10% General Limit of the Share Option Scheme.
7.	To approve the proposed alterations to the Articles of Association.

Dated:

Signature: (note 5-9)

Notes :

1. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS. The name of all joint holders should be stated.

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

3. If any proxy other than the Chairman of the Meeting is preferred, strike out the words the Chairman of the Meeting herein 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(S) WHO SIGN(S) IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK ( ) IN THE BOX MARKED “FOR” ALONGSIDE THE RELEVANT RESOLUTION. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK ( ) IN THE BOX MARKED “AGAINST” THE RELEVANT RESOLUTION. Failure to tick either box will entitle your proxy to cast your 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 that referred to in the notice convening the meeting.

5. In order 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 lodged with the Company’s branch share registrars in Hong Kong, Hong Kong Registrars Limited, at Rooms 1901-5, 19th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting.

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

7. 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 holders, and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding.

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

9. Completion and deposit of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.