Vietnam Manufacturing and Export Processing (Holdings) Limited — Proxy Solicitation & Information Statement 2012

Jul 11, 2012

(Incorporated in Hong Kong with limited liability)

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SAFETY GODOWN CO LTD

(Stock Code: 237)

PROXY FORM

Form of proxy for use by shareholders at the Annual General Meeting of the Company to be held on 13 August 2012 at 12:00 noon 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 vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 13 August 2012 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.

					Ordinary Resolutions	Ordinary Resolutions	FOR	FOR	(Note 6)	(Note 6)	AGAINST (Note 6)	AGAINST (Note 6)
		1.	To receive and consider			the audited consolidated Financial Statements, the
			Reports of the Directors and Auditor for the year ended 31 March 2012.
		2.	(i) To declare a final dividend for the year ended 31 March 2012.
			(ii) To declare a special dividend for the year ended 31 March				2012.
		3.	(i) To re-elect Mr. Lu Wing Yee, Wayne as a director.
			(ii) To re-elect Mr. Lee Ka Sze, Carmelo as a director.
			(iii) To re-elect Mr. Leung Man Chiu, Lawrence as a director.
			(iv) To authorise the Directors to fix the directors’ remuneration.
		4.	To re-appoint		Messrs. Deloitte Touche Tohmatsu as Auditors and authorise the
			Directors to fix their remuneration.
						Special Business:
		5.	To grant a	general mandate to the Directors to issue additional shares
			(Ordinary Resolution No. 5 set out in the Notice of Annual General Meeting).
		6.	To grant a general mandate to the Directors to repurchase shares (Ordinary
			Resolution No. 6 set out in the Notice of Annual General Meeting).
		7.	To extend the general mandate to issue additional shares by addition thereto
			the number of shares repurchased by the Company pursuant to Resolution 6
			above (Ordinary Resolution No. 7 set out in the notice of Annual General
			Meeting).
		8.	To approve the increase in authorised share capital from HK$200,000,000.00
			to HK$500,000,000.00 by the creation of 300,000,000 additional shares of
			HK$1.00 each in the capital of the Company (Ordinary Resolution No. 8 set
			out in the notice of Annual General Meeting).

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. 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. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK IN THE BOX MARKED “FOR” THE RELEVANT RESOLUTION. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK IN THE BOX MARKED “AGAINST” THE RELEVANT RESOLUTION. 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, Units 1305-1306, 13/F., Lu Plaza, 2 Wing Yip Street, Kwun Tong, Kowloon, Hong Kong, 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.