Smart-Core Holdings Limited — Proxy Solicitation & Information Statement 2005

Apr 1, 2005

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 913)

FORM OF PROXY ANNUAL GENERAL MEETING TO BE HELD ON 25TH APRIL 2005

I/We, of being a shareholder/shareholders of the abovenamed Company, hereby appoint [(see][Note][1)] of or, failing him,

of

or, failing him, the Chairman of the Meeting as my/our proxy to vote and act for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 25th April 2005 and at any adjournment thereof. I/We declare this form of proxy to be used as indicated below [(see][Note][2)] .

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----- Start of picture text ----- For [(Note] [2)] Against [(Note] [2)]1. To receive the Reports and Accounts for the year ended 31stDecember 20042. (a) To re-elect Dr. Pang Shuen Wai, Nichols as a Director(b) To re-elect Ms. Au Shuk Yee, Sue as a Director(c) To re-elect Mr. Kitchell, Osman Bin as a Director(d) To re-elect Mr. Tsang Wing Ki as a Director(e) To re-elect Mr. Chung Kong Fei, Stephen as a Director(f) To authorize the Board of Directors to fix Directors’remuneration3. (a) To appoint Auditors and authorize the Board of Directors tofix their remuneration(b) To approve the Issue Mandate(c) To approve the Repurchases Mandate(d) To extend the general mandate on the issue of additionalshares of the CompanySignature: Number of ordinary shares to which this proxy relates [(see] [Note] [3)] .Date: 2005----- End of picture text -----

Notes:

1. Full name(s) and address(es) of the proxy/ies (who need not be a member of the Company) to be inserted in BLOCK CAPITALS . If not completed, the Chairman of the Meeting will act as your proxy.

2. Please indicate with a “�” in the appropriate space opposite each resolution how you wish the proxy to vote, on a poll, on your behalf. If this form of proxy is signed and returned without any indication as to how the proxy shall vote, he will exercise his discretion as to whether or not he abstains from voting and, if appropriate, as to how he votes.

3. Please insert the number of ordinary shares to which this proxy relates in the box 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 of proxy will be deemed to relate to all the ordinary shares in the Company which are registered in your name (whether solely or jointly with others).

4. In the case of joint shareholders, this form of proxy must be signed by the shareholder whose name stands first in the Register of Members.

5. In the case of a corporation, this form of proxy should be under its common seal or under the hand of an officer of the corporation duty authorized.

6. To be valid, this form of proxy together with the power of attorney (if any) under which it is signed or a notarially certified copy of such power of authority (if any) must be deposited of Tengis Limited, the Company’s share registrars and transfer office in Hong Kong, at 28/F., BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof.

7. Whether or not you intent to be present at the Annual General Meeting, you are requested to complete the form of proxy. The completion of a form of proxy and returning it to the Company will not preclude you from attending and voting in person at the Meeting or poll concerned and, in such event, the appointment of the proxy will be deemed to be revoked.