Leadway Technology Investment Group Limited — Proxy Solicitation & Information Statement 2004

Oct 13, 2004

==> picture [96 x 54] intentionally omitted <==

==> picture [198 x 52] intentionally omitted <==

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

(Stock Code: 882)

Form of proxy for use by shareholders at the extraordinary general meeting

I/We (note a) of

being the registered holder(s) of

(note b) shares of HK$0.10 each in the capital of TIANJIN DEVELOPMENT HOLDINGS LIMITED (‘‘the ‘‘Company’’) hereby appoint the Chairman of the Meeting or of to act as

my/our proxy (note c) at the extraordinary general meeting (the ‘‘Meeting’’) of the Company to be held at 38th Floor, Function Room, Tianjin Building, 167 Connaught Road West on Friday, 29 October 2004 at 3: 00 p.m. (or at any adjournment thereof) for the purpose of considering and, if thought fit, passing the ordinary resolution as set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolution as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he thinks fit.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll (note d).

ORDINARY RESOLUTION	FOR (note d)	AGAINST (note d)
To approve the Acquisition as set out in the OrdinaryResolution in the notice of convening the Meeting.

Dated the day of 2004

Shareholder’s signature (note f)

Notes:

• (a) Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.

• (b) Please insert the number of shares of the Company 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).

• (c) A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words ‘‘the Chairman of the Meeting or’’ and insert the name and address of the person appointed as proxy in the space provided.

(d) If you wish to vote for the resolution set out above, please tick (‘‘H’’) the box marked ‘‘For’’. If you wish to vote against such resolution, please tick (‘‘H’’) the box marked ‘‘Against’’. If this form returned is duly signed but without specific direction on the proposed resolution, the proxy may vote for or against or abstain at his discretion in respect of such resolution. A proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

• (e) In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• (f) The form of proxy must be signed by you, or your attorney duly authorised in writing, or in the case of a corporation, either under its seal or under the hand of an officer, attorney or other person so authorised.

• (g) 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 certified copy of such power or authority must be deposited at the share registrar of the Company, Tengis Limited at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not later than 48 hours before the time of the Meeting or any adjourned Meeting.

• (h) Any alteration made to this form should be initialled by the person who signs the form.