Wanjia Group Holdings Limited — Proxy Solicitation & Information Statement 2004

Sep 1, 2004

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MIN XIN HOLDINGS LIMITED

(incorporated in Hong Kong with limited liability)

(Stock Code: 222)

Proxy form for use at the Extraordinary General Meeting to be held on 17 September 2004

I/We (note 1)

of

being the registered holder(s) of (note 2)

Shares of HK$1 each in the capital

of Min Xin Holdings Limited (the “Company”), HEREBY APPOINT (note 3)

of

or failing him the Chairman of the extraordinary general meeting of the Company to be held at Taishan Room, Level 5, Island Shangri-La, Pacific Place, Supreme Court Road, Central, Hong Kong at 3:00 p.m. on Friday, 17 September 2004 or at any adjournment thereof (the “Meeting”), as my/our proxy(ies) in respect of (note 4) Shares in the capital of the Company held by me/us to attend and act for me/us and on my/our behalf at the Meeting and to vote on my/our behalf at the Meeting in respect of the resolution as hereunder indicated, or if no such indication is given, as my/our proxy(ies) think(s) fit.

Ordinary Resolution	For (note 5) Against (note 5)	For (note 5) Against (note 5)	For (note 5) Against (note 5)	For (note 5) Against (note 5)	For (note 5) Against (note 5)	Abstain (note 5)	Abstain (note 5)	Abstain (note 5)
To approve the Agreement (as defined in the circular of the
Company dated 1 September 2004), and the transaction
contemplated under or incidental to the Agreement; and the
authorisation to the directors of the Company to take all steps
necessary to implement and/or give effect to the terms of the
Agreement.

Date:

Signature(s) (note 6) :

Notes:

1. Please insert full name(s) and address(es) (as shown in the register of members) in block capitals .

2. Please insert the number of all the shares in the Company registered in your name(s).

3. 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 member entitled to attend and vote is entitled to appoint one or two proxies to attend and vote in his stead. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

4. Please indicate clearly the number of shares in the Company registered in your name(s) in respect of which the proxy is so appointed. If no such number is inserted, the proxy is deemed to be appointed in respect of all the shares in the Company registered in your name(s).

5. Important: If you wish to vote for the resolution, tick in the box marked “For”. If you wish to vote against the resolution, tick in the box marked “Against”. If you wish to abstain from voting on the resolution, tick in the box marked “Abstain”. Any abstain vote or waiver to vote shall be disregarded as voting rights for the purpose of calculating the result of the resolution. If you wish to vote only part of the number of shares in respect of which the proxy is so appointed, please state the exact number of shares in lieu of a tick in the relevant box. Failure to tick or state the exact number of shares in any box will entitle your proxy to cast your vote at his discretion.

6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation or institution, either under the common seal or under the hand of an officer or attorney duly authorised in writing.

7. In the case of joint holders, any one of such holders may attend and vote at the Meeting either personally or by proxy in respect of the shares as if he was solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the holder whose name stands first in the register of members shall alone be entitled to vote in respect thereof.

8. To be valid, this proxy form and, if such proxy form is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of that power of attorney or other authority, must be deposited at the Company’s registered office, 17th Floor, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong not less than 48 hours before the time appointed for the holding of the Meeting.

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