Oriental Explorer Holdings Limited — Proxy Solicitation & Information Statement 2005

Nov 22, 2005

QPL INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability) (Stock Code: 243) (Warrant Code: 153)

FORM OF PROXY SPECIAL GENERAL MEETING – THURSDAY, 8 DECEMBER 2005

I/We[1] (Name) of

(Address) being (a) member(s) of QPL International Holdings

Limited (the “Company”), hereby appoint[2] the duly appointed Chairman of the Meeting or failing him

or failing him as my/our

proxy to vote on my/our behalf at the special general meeting of the Company to be held at The Rosewood, Level 3, New World Renaissance Hotel, 22 Salisbury Road, Tsimshatsui, Kowloon, Hong Kong on Thursday, 8 December 2005, at 10:00 a.m. and at any adjournment thereof (the “Meeting”). The proxy will vote on the resolutions as set out in the notice convening the Meeting as directed below:

ORDINARY RESOLUTIONS	For3	Against3
No. (1) The Rights Issue
No.(2) The Whitewash Waiver
No.(3) The Loan Capitalisation Deed
No.(4) General mandate to repurchase shares and warrants
No.(5) General mandate to issue shares
No. (6) General mandate to issue additional shares
Signed5 Dated
	Number of shares of the Company to which thisproxyrelates4

NOTES:

1. Please insert full name(s) and addresses in BLOCK CAPITALS .

2. If any proxy other than the Chairman of the Meeting is preferred, strike out the relevant reference and insert the name and address of the proxy desired in the space provided. A member of the Company entitled to attend and vote at the Meeting may appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company. ANY ALTERATION MADE TO THIS FORM MUST BE DULY INITIALLED.

3. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion on the relevant resolution. 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.

4. Please insert the number of shares to which this proxy relates in the space provided. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, this form will be deemed to relate to all the shares in the Company which are registered in your name (whether alone or jointly with others).

5. This form must be signed under the hand of the appointor or his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

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 share as if he were solely entitled to it; but if more than one such joint holders will vote at the Meeting by proxy, this form must be signed by one of such persons whose name stands first on the Register of Members of the Company in respect of such share will alone be entitled to vote in respect of such share.

7. The Company shall be entitled to reject this form of proxy if it is incomplete, or illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in this form of proxy.

8. In order to be valid, this form of proxy (duly signed and completed) together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the Hong Kong branch share registrar of the Company, Standard Registrars Limited of Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time for holding of the Meeting or any adjourned meeting (as the case may be).

9. Completion and delivery of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjourned meeting (as the cas may be) should you so wish. If you attend and vote at the Meeting or any adjourned meeting (as the case may be) in which case this form of proxy will be deemed to be revoked.