Vietnam Manufacturing and Export Processing (Holdings) Limited — Proxy Solicitation & Information Statement 2011

Jun 21, 2011

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Vietnam Manufacturing and Export Processing (Holdings) Limited 越南製造加工出口（控股）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 422)

FORM OF PROXY

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING OF VIETNAM MANUFACTURING AND EXPORT PROCESSING (HOLDINGS) LIMITED TO BE HELD AT UNITED CONFERENCE CENTRE, 10/F., UNITED CENTRE, 95 QUEENSWAY, ADMIRALTY, HONG KONG ON TUESDAY, 19 JULY 2011 AT 10:00 A.M. AND AT ANY ADJOURNMENT THEREOF.

I/We[(Note 1)]

of

being the registered holder(s) of[(Note 2)] Export Processing (Holdings) Limited (the “Company”), HEREBY APPOINT[(Note3)] of

shares of HK$0.01 each in the capital of Vietnam Manufacturing and

or failing him, the Chairman of the meeting as my/our proxy to attend the extraordinary general meeting (the “Extraordinary General Meeting”) of the Company to be held at United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Tuesday, 19 July 2011 at 10:00 a.m. and at any adjournment thereof, for the purpose of considering the resolutions as set out in the Notice convening the Extraordinary General Meeting and to vote for me/us as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.

Please mark “✓” in the appropriate boxes to indicate how you wish your proxy to vote[(Note 4)] :

RESOLUTIONS	RESOLUTIONS	FOR	AGAINST
1.	The proposed revised annual caps for the years ending 31 December 2011 and 2012 in respect of the transactions under the agreement (the “VMEPH Distributorship Agreement”) dated 9 November 2009, entered into between the Company and Sanyang Industry Co., Limited. (“Sanyang”) in relation to the exclusive distributorship by the Company and its subsidiaries (the “Group”) of motorbikes and related parts manufactured by Sanyang and its subsidiaries (the “Sanyang Group”) in all of the member countries of the Association of South East Asian Nations, including Brunei Darussalam, Cambodia, Indonesia, Laos, Malaysia, Myanmar, the Philippines, Singapore, Thailand and Vietnam (except in the case of Vietnam, the Company will only be entitled to re-sell such motorbikes to customers in Vietnam solely for use in exhibitions) be and are hereby approved.
2.	The proposed revised annual caps for the years ending 31 December 2011 and 2012 in respect of the transactions under the agreement (the “VMEPH Purchase Agreement“) dated 9 November 2009 and entered into between the Company and Sanyang in relation to the purchase of motorbike parts by the Group from Sanyang which are either manufactured by Sanyang or sourced by it from independent third parties be and are hereby approved.
3.	The proposed revised annual caps for the years ending 31 December 2011 and 2012 in respect of the transactions under the agreement (the “VMEPH VTBM Purchase Agreement”) dated 9 November 2009 and entered into between the Company and Vietnam Three Brothers Machinery Industry Company Limited (“VTBM”) in relation to the purchase of motorbike parts from VTBM be and are hereby approved.
4.	The agreement (the “VMEPH Full Ta Purchase Agreement”) dated 28 March 2011 and entered into between the Company and Hanoi Full Ta Precision Company Limited (“Full Ta”) in relation to purchases of motorbike parts by the Company or through any other entities in the Group from Full Ta, the transactions contemplated under the VMEPH Full Ta Purchase Agreement and the proposed annual caps for the years ending 31 December 2011 and 2012 in respect of the transactions under the VMEPH Full Ta Purchase Agreement be and are hereby approved.

Dated this day of 2011 Signature[(Note 5)] Notes: 1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

1. Please insert the number of shares of HK$0.01 each 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).

2. Please insert the name and address of the proxy desired. If no name is inserted, the Chairman of the meeting will act as your proxy. A proxy need not be a member of the Company but must attend the meeting in person to represent you.

3. IMPORTANT: If you wish to vote for any of the resolutions, tick in the appropriate box marked “For”. If you wish to vote against any of the resolutions, tick in the appropriate box marked “Against”. Failure to tick a box will entitle your proxy to cast your vote in respect of such resolution at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to above.

4. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

5. In the case of joint holders of any share, any one of such holders may vote at the 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 is present at the meeting personally or by proxy, the holder whose name stands first in the register of members of the Company shall alone be entitled to vote in respect of that share.

6. To be valid, this form of proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the Extraordinary General Meeting or any adjourned meeting thereof. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

7. The proxy need not be a member of the Company but must attend the Extraordinary General Meeting in person to represent you.

8. Completion and return of this form of proxy will not preclude you from attending in person and voting at the Extraordinary General Meeting if you so wish. In such event, this form of proxy will be deemed to have been revoked.

9. The Company reserves the right to treat any form of proxy which has been incorrectly completed in some manner which (at its absolute discretion) is not material as being valid.