RemeGen Co., Ltd. — Proxy Solicitation & Information Statement 2006

Apr 19, 2006

HUALI HOLDINGS (GROUP) LIMITED

(incorporated in the Cayman Islands with limited liability)

(Stock code: 3366)

PROXY FORM FOR ANNUAL GENERAL MEETING

I/We[1]

of

being the registered holder(s) ordinary shares (the “Shares”) of HK$0.10 each in the share capital of “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING[[3]] of as

of[2] ordinary shares (the “Shares”) of HK$0.10 each in the share capital of Huali Holdings (Group) Limited (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING[[3]]

or

my/our proxy to attend and act for me/us and on my/our behalf at the annual general meeting of the Company to be held at Function Room — Cypress, InterContinental Hong Kong, 18 Salisbury Road, Kowloon, Hong Kong, on 11 May, 2006 (Thursday) at 11 a.m. (and at any adjournment thereof) (the “Meeting”) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, or, 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/she thinks fit.

	Ordinary Resolutions4	Ordinary Resolutions4		For5	For5	Against5	Against5
1.	To receive and consider the audited consolidated accounts and reports
	of the directors and auditors of the Company and its subsidiaries for
	the year ended 31 December 2005
2.	To declare a final dividend for the year ended 31 December 2005
3.	To re-appoint KPMG as auditors and to authorize the Board of
	Directors to fix their remuneration
4.	To appoint Mr. Liu Danlin as an executive Director of the Company
	and authorize the Board of Directors to fix Mr. Liu’s remuneration
5.	To grant a general mandate to the directors of the Company to allot,
	issue and deal with additional shares not exceeding 20% of the			issued
	share capital of the Company as at the date of passing this resolution
6.	To grant a general mandate to the directors of the Company to
	repurchase shares not exceeding 10% of the issued share capital of
	the Company as at the	date of passing this resolution
7.	To extend the general mandate granted to the directors of the
	Company to allot, issue and deal with additional shares in the share
	capital of the Company by an amount not exceeding the amount of
	the shares repurchased	by the Company

Dated this day:

of 2006 Signature(s)[6] :

Notes:-

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

2. Please insert the number of Shares registered in your name(s) to which this proxy form relates. If no number is inserted, this form of proxy will be deemed to relate to all shares registered in your name(s).

3. If any proxy other than the Chairman of the meeting is preferred, strike out “ THE CHAIRMAN OF THE MEETING ” 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. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY.

4. The description of these resolutions is by way of summary only. The full text appears in the notice of the AGM of the Company.

5. IMPORTANT: if you wish to vote for a resolution, tick in the box marked “For”. If you wish to vote against a resolution, tick in the box marked “Against”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer, attorney or other person duly authorized to sign the same.

7. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares may appoint more than one proxy to attend and vote on his/her behalf at the Meeting provided that if more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.

8. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the principal place of business of the Company at Suites 3203-3204, Tower 6, The Gateway, Harbour City, Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of the Meeting or any adjournment thereof, not less than 24 hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid.

9. No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting was originally held within 12 months from such date.

10. Where there are joint holders of any shares, any one of such joint holder may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.

11. Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.

12. On a show of hands every member of the Company present in person or by proxy or being a corporation, is present by its duly authorised representative, shall have one vote and on a poll every member of the Company present in person or by proxy or, in the case of a member of the Company being a corporation, by its duly authorised representative, shall have one vote for every fully paid share of which he/she is the holder.