Vietnam Manufacturing and Export Processing (Holdings) Limited — Proxy Solicitation & Information Statement 2004

Jul 5, 2004

SAFETY GODOWN COMPANY, LIMITED 安全貨倉有限公司

(Incorporated in Hong Kong with limited liability)

PROXY FORM

Form of proxy for use by shareholders at the Annual General Meeting of the Company on 20 August 2004 and at any adjournment thereof

I/We (Note 1)

of

being the registered shareholder(s) of (Note 2)

ordinary shares of HK$1.00 each in the share capital of

Safety Godown Company, Limited (the “Company”), hereby appoint the Chairman of the meeting or

of

to act as my/our proxy (Note 3) to attend and, on a poll, vote for me/us and on my/our behalf at the annual general meeting (“AGM”) of the Company to be held on 20 August 2004 at 12:00 noon and at any adjournment thereof.

I/We wish my/our proxy to vote as indicated below in respect of the resolutions to be proposed at the meeting.

Please indicate how you wish your vote(s) to be cast on a poll by ticking the appropriate box next to each resolution.

		FOR	AGAINST
1.	To receive and adopt the audited consolidated financial statements and the reports of the directors and	□	□
	the auditors of the Company for the year ended 31 March 2004.
2.	To declare a final dividend for the year 2004.	□	□
3.	To re-elect the following directors and to authorise the Directors to fix their remuneration:
	(i)Mr. Lui Chi Lung	□	□
	(ii)Mr. Gan Khai Choon	□	□
	(iii)Mr. Lam Ming Leung	□	□
4.	To re-appoint Deloitte Touche Tohmatsu as auditors for the ensuing year and to authorise the Directors	□	□
	to fix their remunerations.
Special Business:
	Ordinary Resolutions
5.	To grant a general mandate to the Directors to issue, allot and otherwise deal with additional shares in the	□	□
	Company, not exceeding 20% of the issued share capital of the Company at the date of this Resolution.
6.	To grant a general mandate to the Directors to purchase shares in the Company, not exceeding 10% of the	□	□
	issued share capital of the Company at the date of this Resolution.
7.	Conditional on the passing of Resolutions 5 and 6, to authorize the Directors to exercise the power to issue,	□	□
	allot and otherwise deal with the additional shares under Resolution 5 in respect of the aggregate nominal
	amount of share capital in the Company purchased by the Company.
	Special Resolution
8.	To amend the Articles of Association of the Company.(Details of the resolutions are set out in the	□	□
	Notice of AGM)

Shareholder’s Signature: (Notes 4,5) Date:

Notes:

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

2. Please insert the number of shares registered in your name(s); 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. A member is entitled to appoint one or more proxies to attend at the meeting instead of you and to vote on your behalf on a poll. A proxy need not be a member of the Company. If a proxy other than the Chairman of the meeting is preferred, cross out the words “the Chairman of the meeting or” and insert the name and address of the proxy in the space provided.

4. This form of proxy must be signed by the shareholder or his attorney duly authorized in writing, or if such shareholder is a corporation, either under its Common Seal or under the hand of an officer or attorney so authorised.

5. In the case of joint shareholders, any one of the joint shareholders may sign this form of proxy.

6. If you return this proxy form duly signed without indicating as to how your proxy is to vote on any particular matter, the person appointed as your proxy will exercise his discretion as to whether he votes and, if so, how and, unless instructed otherwise, he may also vote or abstain from voting as he thinks fit on any other business (including amendments to resolutions) which may properly come before the meeting.

7. To be valid this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of authority must be deposited at the registered office of the Company, 19/F., Lu Plaza, 2 Wing Yip Street, Kwun Tong, Kowloon, not less than 48 hours before the time of the meeting or any adjournment thereof.

8. Any alterations made in this form should be initialled.

9. Completion and delivery of this proxy form will not preclude you from attending and voting at the meeting if you so wish.