Smart Fish Wealthlink Holdings Limited — Proxy Solicitation & Information Statement 2004

Jun 21, 2004

*****

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 85)

Form of proxy for use at the special general meeting (or at any adjournment thereof)

I/We [(Note 1)]

of

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

shares of HK$0.01 each in the capital of Winsan

(China) Investment Group Company Limited (the “Company”), HEREBY APPOINT [(Note 3)] the chairman of the special general meeting, or

of

as my/our proxy to attend for me/us at the special general meeting (and at any adjournment thereof) to be held at Tianshan and Lushan Rooms, 5/F., Island Shangri-La Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong on 14th July, 2004 at 4:00 p.m. for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting and at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated.

in my/our name(s) in respect of the said resolutions as hereunder indicated.
	FOR(Note 4)	AGAINST(Note 4)
ORDINARY RESOLUTION 1
ORDINARY RESOLUTION 2
ORDINARY RESOLUTION 3
SPECIAL RESOLUTION 4

Signature(s) [(Note 5)]

Date

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS .

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

3. If any proxy other than the chairman is preferred, please strike out “the chairman of the special general meeting, or” 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(S) WHO SIGN(S) IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the said meeting other than those referred to in the notice convening the meeting.

5. The instrument appointing a proxy shall be in writing under the hand of the appointor or of 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. Any member of the Company entitled to attend and vote at a meeting of the Company or a meeting of the holders of any class of shares in the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. On a poll votes may be given either personally (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy. A proxy need not be a member of the Company.

7. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Branch Share Registrar of the Company, Abacus Share Registrars Limited at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting or poll (as the case may be) at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

8. Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

* For identification purposes only