KPa-BM Holdings Limited — Proxy Solicitation & Information Statement 2005

Nov 30, 2005

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(incorporated in Bermuda with limited liability) (Stock Code: 1193)

PROXY FORM

Form of proxy for use at the Special General Meeting (or any adjournment thereof) of China Resources Logic Limited (the “Company”) to be held at 4:00 p.m. on Friday, the 23rd December, 2005 at Rooms 4003-06, 40th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong.

I/We (note 1) of being the registered holder(s) of (note 2) shares of HK$0.10 each in the capital of the Company, HEREBY APPOINT (note 3) of

or failing him, the Chairman of the meeting as my/our proxy to act for me/us at the Special General Meeting (or any adjournment thereof) of the Company to be held at 4:00 p.m. on Friday, the 23rd December, 2005 at Rooms 4003-06, 40th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing the Ordinary Resolution, with or without amendments, as set out in the notice convening the said meeting and at such meeting (or at any adjournment thereof) to vote on my/our behalf in respect of the said Ordinary Resolution as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit (note 4) .

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----- Start of picture text ----- Ordinary Resolution For AgainstTo approve the sale and purchase agreement dated 8th November, 2005entered into between the Company and Emax Capital Limited regardingthe sale of the entire issued share capital of Palazzo Inc.----- End of picture text -----

Dated this day of 2005 Shareholder’s Signature (note 5) :

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 capital of the Company registered in your name(s).

3. Please insert the name and address 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 THE RESOLUTION, PUT A TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PUT A TICK IN THE BOX MARKED “AGAINST” . Failure to do so 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 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 authorized.

6. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such shares as if he was solely entitled thereto, but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

7. 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 deposited at the Company’s principal place of business at Rooms 4003-06, 40th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong, not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

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.

10. ANY ALTERATION MADE IN THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.