Luen Thai Holdings Limited — Proxy Solicitation & Information Statement 2006

Apr 28, 2006

LUEN THAI HOLDINGS LIMITED

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 311)

PROXY FORM

Form of proxy for use at the Annual General Meeting to be held on 26 May 2006 and any adjournment thereof

I/We [(Note 1)] ,

of

being the registered holder(s) of [(Note 2)]

shares of US$0.01 each in the capital of the

above-named Company, HEREBY APPOINT THE CHAIRMAN OF THE MEETING or [(Note 3) ] of

as my/our proxy to act for me/us at the Annual General Meeting of the Company to be held at Level 6, Tower I, Millennium City One, 388 Kwun Tong Road, Kowloon on 26 May 2006 (Friday) at 3:00 p.m. (and at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions 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 resolutions as indicated below; and if no such indication is given, as my/our proxy thinks fit.

indication is given, as my/our proxy thinks fit.	indication is given, as my/our proxy thinks fit.
		For(Note 4)	Against(Note 4)
1.	To receive and consider the audited consolidated financial statements and the reports of the directors and of the auditors for the year ended 31 December 2005.
2.	To declare final dividend for the year ended 31 December 2005.
3.	(a) To re-elect Mr Tan Henry as an executive Director.
	(b) To re-elect Mr Tan Cho Lung, Raymond as an executive Director.
	(c) To re-elect Mr Chan Henry as an independent non-executive Director
	(d) To appoint Mr Tan Sunny as an executive Director.
	(e) To re-designate Mr Tan Willie as a non-executive Director.
	(f) To authorize the Board of Directors to fix their remuneration.
4.	To re-appoint Auditors for the ensuing year and to authorize the Directors to fix their remuneration.
5.	To give a general mandate to the Directors to allot, issue and deal with additional shares not exceeding 20% of the existing issued share capital.
6.	To give a general mandate to the Directors to purchase shares in the capital of the Company representing up to 10% of the existing issued share capital.
7.	To extend the general mandate granted to the Directors to issue shares by the number of shares repurchased.

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

3. If any proxy other than the Chairman is preferred, strike out “THE CHAIRMAN OF THE MEETING or” here 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 . A proxy needs not be a member of the Company but must attend the Meeting in person to represent you.

4. I MPORTANT: IF YOU WISH TO VOTE FOR ANY OF THE RESOLUTIONS, TICK IN THE RELEVANT BOX BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY OF THE RESOLUTIONS, TICK IN THE RELEVANT BOX BELOW THE BOX MARKED “AGAINST” . Failure to tick either of the boxes in respect of a resolution will entitle your proxy to cast his vote in respect of that resolution at his discretion or abstain. Your proxy will also be entitled to vote at his discretion or abstain 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 authorized 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. To be valid, this form of proxy, together with any power of attorney or other authority under which it is signed or a notarially certified copy thereof must be deposited at Computershare Hong Kong Investor Services Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding of the Meeting or any adjournment thereof.

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 holder(s), and for this purpose seniority will be determined by the order in which the names stand in the Register of Members.

8. Completion and return of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish. In the event that you attend the Meeting after having lodged this form of proxy, it will be deemed to have been revoked.