Symphony Holdings Limited — Proxy Solicitation & Information Statement 2004

Apr 20, 2004

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SYMPHONY HOLDINGS LIMITED （新 灃 集 團 有 限 公 司）[*]

(Incorporated in Bermuda with limited liability)

Form of Proxy for use at the Annual General Meeting to be held on Wednesday, 12th May, 2004

I/We (Note 1)

of

being the registered holder(s) of

shares (Note 2) of HK$0.25 each in the share capital of the above-named Company, HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 3) or

of

as my/our proxy to attend at the Annual General Meeting (and at any adjournment thereof) of the said Company to be held at 10th Floor, Island Place Tower, 510 King’s Road, North Point, Hong Kong on Wednesday, 12th May, 2004 at 10:00 a.m. for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting and at such meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below.

Please indicate with a “ ” in the boxes provided how you wish the proxy to vote on your behalf (Note 4)

		SPECIAL RESOLUTION			FOR	AGAINST
	1.	To adopt the New Bye-laws of the Company in substitution for and	to the exclusion of the
		existingbye-laws of the Company.
		ORDINARY RESOLUTIONS
	2.	To receive and consider the audited financial statements and the reports of the directors and
		of the auditors for theyear ended 31st December,2003.
	3.	To declare a final dividend for theyear ended 31st December, 2003.
	4.	(a) To accept the retirement of Mr. Sze Sun Sun, Tony as a director pursuant to existing		(a)		(a)
		bye-law 99 of the Company’s bye-laws and to re-elect Mr. Sze Sun Sun, Tony as a
		director;		(b)		(b)
		(b) To accept the retirement of Mr. Ku Edward Y. as a director pursuant to existing bye-
		law 99 of the Company’s bye-laws and to re-elect Mr. Ku Edward Y. as a director;		(c)		(c)
		(c) To elect directors and to authorize the board of directors	to fix the directors’
		remuneration.
	5.	To appoint auditors and to authorize the board of directors to fix their remuneration.
	6.	To issue Bonus Shares.
	7.	To give a general mandate to the directors to repurchase shares not	exceeding 10% of the
		total nominal amount of the existingissued share capital.
	8.	To give a general mandate to the directors to allot, issue and deal with additional shares not
		exceeding20% of the existingissued share capital.
	9.	To extend the general mandate granted to the directors to allot, issue and deal with shares
		bythe number of shares repurchased.
	10.	To refresh the Scheme Mandate Limit of the Share Option Scheme	not exceeding 10% of
		the outstandingoptions.
	11.	To determine the maximum number of directors.
Dated		this day of 2004	Signature_(Note 5)_:

Notes :

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

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

3. If any proxy other than the Chairman of the meeting is desired, the appointor must delete the words “the Chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. A proxy need not be a member of the Company, but must attend the meeting in person to represent you. You may appoint more than one proxy to attend and vote 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. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE SHAREHOLDER WHO SIGNS IT.

4. If this form of proxy is returned duly signed but without a specific indication as to how your proxy should vote, the proxy will vote or abstain at his discretion. The 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.

5. This form of proxy must be signed by the appointor or his attorney duly authorized in writing, or if such appointor is a corporation, either under its common seal or under the hand of an officer or attorney duly authorized.

6. A member, who is the holder of two or more shares, entitled to attend and vote at the meeting is entitled to appoint more than one proxy to attend and vote on his behalf. A proxy need not be a member of the Company but must be present in person at the meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed provided that on a show of hands, all proxies appointed by an individual shareholder shall, collectively, be entitled to one vote only.

7. In the case of joint holders of a share, any one of such holders may vote at the meeting either in person or by proxy in respect of such share, but if one of such joint holders is present at the meeting personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the other joint holder(s) and for this purpose, seniority will be determined by the order in which the names stand in the register of members in respect of the joint holders.

8. Completion and return of this form of proxy will not preclude the appointor from attending and voting at the meeting. In that event, this form of proxy will be deemed to have been revoked.

9. In order to be valid, this form of proxy together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be deposited with the Company’s Hong Kong branch registrars, Tengis Limited, Ground Floor, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or any adjournment thereof.

10. For identification purposes only