Vietnam Manufacturing and Export Processing (Holdings) Limited — Proxy Solicitation & Information Statement 2006

Jul 19, 2006

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

(Incorporated in Hong Kong with limited liability)

(Stock Code : 237)

PROXY FORM

Form of proxy for use by shareholders at the Annual General Meeting of the Company to be held on 11 August 2006 at 12:00 noon and at any adjournment thereof

I/We (Note 1)

of

ordinary shares of HK$1.00 each in the share

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 of the Company to be held on 11 August 2006 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 Companyfor theyear ended 31 March 2006.
2.	(i)To declare a final dividend of HK$0.07per share for theyear 2006.
	(ii)To declare a special dividend of HK$0.02per share for theyear 2006.
3.	(i)To re-elect Mr. Lu Sin as a Director.
	(ii)To re-elect Mr. Lui Chi Lungas a Director.
	(iii) To re-elect Mr. Gan Khai Choon as a Director.
	(iv) To re-elect Mr. LeungMan Chiu,Lawrence as a Director.
	(v)To authorise the Directors to fix the Directors’ remuneration.
4.	To re-appoint Deloitte Touche Tohmatsu as Auditors and to authorise the Directors to fix their
	remuneration.

		FOR	AGAINST
1.	To receive and adopt the audited consolidated financial statements and the reports of the directors and
	the auditors of the Companyfor theyear ended 31 March 2006.
2.	(i)To declare a final dividend of HK$0.07per share for theyear 2006.
	(ii)To declare a special dividend of HK$0.02per share for theyear 2006.
3.	(i)To re-elect Mr. Lu Sin as a Director.
	(ii)To re-elect Mr. Lui Chi Lungas a Director.
	(iii) To re-elect Mr. Gan Khai Choon as a Director.
	(iv) To re-elect Mr. LeungMan Chiu,Lawrence as a Director.
	(v)To authorise the Directors to fix the Directors’ remuneration.
4.	To re-appoint Deloitte Touche Tohmatsu as Auditors and to authorise the Directors to fix their
	remuneration.
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 Companyat the date of this Resolution.
7.	Conditional on the passing of Resolutions 5 and 6, to authorise 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.

Shareholder’s Signature:

(Notes 4,5) Date:

Notes:

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

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. You are 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 authorised 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, this form of proxy must be signed by all joint shareholders. If more than one of such joint shareholders be present at the meeting personally or by proxy, the person whose name stands first in the Register in respect of such Share shall alone be entitled to vote in respect thereof.

6. If the form returned is duly signed but without indicating as to how your proxy is to vote on any particular matter, the proxy will vote or abstain at his sole discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to 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 must be initialled by the person who signs it.

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