Kingdee International Software Group Company Limited — Proxy Solicitation & Information Statement 2004

Jun 30, 2004

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BEIJING DEVELOPMENT (HONG KONG) LIMITED

(incorporated in Hong Kong with limited liability under the Companies Ordinance)

(Stock code: 154)

Form of proxy for use by shareholders at the extraordinary general meeting to be held on 22 July 2004

I/We[(1)] of being the registered holder(s) of[(2)] ordinary shares of HK$1.00 each in the capital of Beijing Development (Hong Kong) Limited (the ‘‘Company’’), HEREBY APPOINT the Chairman of the Meeting or[(3)] of

as my/our proxy to attend and act for me/us at the extraordinary general meeting (the ‘‘Meeting’’) of the Company to be held at Chater Room II, Basement 1, The Ritz-Carlton, 3 Connaught Road Central, Hong Kong on Thursday, 22 July 2004 at 11: 30 a.m. (or at any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolution as set out in the notice convening the 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 resolution as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit:

Ordinary Resolution	For(4)	Against(4)	Abstain(4)
1. To approve the execution and delivery of the Deed(5) and the performance and implementation of the transactions contemplated under the Deed.
Dated this day of 2004 Signature(6)

Notes:

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

• (2) Please insert the number of ordinary shares of the Company registered in your name(s) and to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the ordinary shares of 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 or’’ 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 A RESOLUTION, TICK THE RELEVANT BOX UNDER THE COLUMN MARKED ‘‘FOR’’, IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE RELEVANT BOX UNDER THE COLUMN MARKED ‘‘AGAINST’’, IF YOU WISH TO ABSTAIN, TICK THE RELEVANT BOX UNDER THE COLUMN MARKED ‘‘ABSTAIN’’. Failure to tick the box will entitle your proxy to cast your vote(s) or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the Meeting as well as those referred to in the notice convening the Meeting.

• (5) These terms are defined in the notice convening the Meeting.

• (6) This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of any officer or attorney duly authorized.

• (7) In the case of joint holders of any ordinary share any one of such joint holders may attend and vote at the Meeting either personally or by proxy in respect of such ordinary share but if more than one of such joint holders are present at the Meeting personally or by proxy, the vote(s) tendered by the senior holder, whether in person or by proxy, shall 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 their names stand in the register of members in respect the joint holding.

• (8) 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 the Company’s share registrar, 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 appointed for holding the Meeting or the adjourned meeting.

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

• (10) Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting if you so wish. In the event of your attending the meeting, this form of proxy will be deemed to be revoked.