Oriental Explorer Holdings Limited — Proxy Solicitation & Information Statement 2007

Oct 25, 2007

QPL INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 243)

FORM OF PROXY ANNUAL GENERAL MEETING – MONDAY, 26 NOVEMBER 2007

I/We [(Note][1)]

(Name) of

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

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

as my/our proxy to vote on my/our behalf at the

Annual General Meeting of the Company to be held on Monday, 26 November 2007 at 10:00 a.m. at Flat F, 17th Floor, CDW Building, 388 Castle Peak Road, Tsuen Wan, New Territories, Hong Kong and at any adjournment thereof (the “Meeting”). The proxy will vote on the resolutions as set out in the notice convening the Annual General Meeting as directed below:

	1.
			ider the audited Financial Statements and the Report of the Directors30 April 2007 and the Auditors’ Report thereon.s for the year ending 30 April 2008 and to authorize the board ofmpany to fix their remuneration.ing directors:Mr. Kwan Kit Tong Kevin as an executive director of the Company.Mr. Sze Tsai Tao Robert as an independent non-executive director ofy for a fixed term of not more than three years.ard of directors of the Company to fix directors’ remuneration.neral mandate to the directors of the Company to issue new shares ofy.
	2.	To appoint auditordirectors of the Co
	3.	To re-elect the retir
		(A)To re-elect
		(B)To re-elect the Compan
	4.	To authorize the bo
	5.	(A)To give a gethe Compan
	6.

Signed [(Note][5)]

Number of shares of the Company to which this proxy relates [(Note][4)]

Date

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 may appoint one or more proxies to attend and vote in his stead. A proxy needs 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 Annual General 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. In case of joint holders, this form must be signed by the member whose name stands first on the Register of Members in respect of the joint holding.

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. 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 Company’s principal office in Hong Kong at Flat F, 17th Floor, CDW Building, 388 Castle Peak Road, Tsuen Wan, New Territories, Hong Kong not less than 48 hours before the time appointed for holding of the Annual General Meeting or any adjournment thereof (as the case may be).

9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting should you so wish. If you attend and vote at the Meeting, the authority of your proxy will be automatically revoked.