Wanjia Group Holdings Limited — Proxy Solicitation & Information Statement 2004

Apr 30, 2004

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MIN XIN HOLDINGS LIMITED 閩信集團有限公司

(Incorporated in Hong Kong with limited liability)

Proxy form for use at the Annual General Meeting to be held on 25th June, 2004

I/We[1]

of

being the registered holder(s) of[2]

Shares of HK$1 each in the capital of Min Xin Holdings

Limited (the “Company”), hereby appoint[3]

of

or failing him the Chairman of the Meeting, as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at Island Ballroom, Level 5, Island Shangri-La, Pacific Place, Supreme Court Road, Central, Hong Kong on Friday, 25th June, 2004 at 3:00 p.m. and at any adjournment thereof and to vote for me/us in respect of the resolutions as set out in the Notice convening the said meeting, as indicated below:

	Ordinary Resolutions	For8	Against8
1.	To receive the Statement of Accounts and the Reports of the Board of
	Directors and the Auditors for theyear ended 31st December,2003.
2.	To declare a final dividend.
3.	To re-elect Mr Chen Gui Zongas Director.
4.	To re-elect Mr IpKai Mingas Director.
5.	To authorise the Board of Directors to fix the Directors’ remuneration.
6.	To re-appoint PricewaterhouseCoopers as Auditors of the Company and
	to authorise the Board of Directors to fix their remuneration.
7.	To give a general mandate to the Directors to purchase the Company’s
	own shares.
8.	To give a general mandate to the Directors to issue and dispose of
	additional shares not exceeding 20% of the existing issued share
	capital of the Company.
9.	To extend the share issue mandategranted to the Directors.
	Special Resolution
10.	To approve the amendments of the articles of association of the
	Company.

Dated the

day of , 2004

Shareholder’s Signature:

Witness:

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

4. 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 or 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 holding the said Meeting or any adjourned meeting.

5. If two or more persons are jointly entitled to a share only the joint holder whose name stands first in the Register of Members in respect of the joint holding is entitled to attend and vote at the Meeting. Any other joint holder may only attend and vote in respect of the joint holding if appointed the proxy of such first named holder.

6. This proxy must be signed by you or your attorney duly authorised in writing or, if you are a corporation, must either be executed under seal or under the hand of an officer or attorney duly authorised.

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

8. Please indicate with a tick in the spaces provided how you wish your vote(s) to be cast on a poll. If this form is returned duly signed, but without any indication, the proxy will vote or abstain at his discretion.