Weichai Power Co., Ltd. — Proxy Solicitation & Information Statement 2006

Oct 31, 2006

V.S. INTERNATIONAL GROUP LIMITED

(incorporated in the Cayman Islands with limited liability)

(stock code: 1002)

PROXY FORM

Form of proxy for use by shareholders at the annual general meeting to be convened at 3rd Floor, Star City Hotel, No. 88, Jingshan Road, Jida, Zhuhai, Guangdong Province, the People’s Republic of China on Friday, 15 December, 2006 at 11:00 a.m. (or any adjournment thereof)

I/We [(note][a)]

of

being the registered holder(s) of [(note][b)] shares of HK$0.05 each in the capital of V.S. International Group Limited (“ Company ”) hereby appoint the Chairman of the Meeting [(note][c)] or of to act as my/our proxy at the annual general meeting (the “ Meeting ”) of the Company to be held at 3rd Floor, Star City Hotel, No. 88, Jingshan Road, Jida, Zhuhai, Guangdong Province, the People’s Republic of China on Friday, 15 December, 2006 at 11:00 a.m or at any adjournment thereof and to vote on my/our behalf as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast. [(note][d)]

		RESOLUTIONS	RESOLUTIONS		FOR		AGAINST
	1.	To receive and approve the audited consolidated		financial statements and the
		reports of the directors and the auditors for the year ended 31 July, 2006
	2.	To approve the declaration of a final dividend for the year ended 31 July,
		2006 of HK0.8 cents per share
	3.	(a) To re-elect Mr. Beh Kim Ling as director
		To re-elect Mr. Gan Sem Yam as director
		To re-elect Mr. Gan Tiong Sia as director
		(b) To authorise the board	of directors to fix the directors’ remuneration
	4.	To re-appoint the auditors and to authorise the board of directors to fix their
		remuneration
	5.	To approve the alterations to the articles of association of the Company
	6.	To grant a general mandate to the directors to allot, issue or otherwise deal
		with the Company’s shares
	7.	To grant a general mandate to the directors to repurchase the Company’s
		shares
	8.	To extend the general mandate granted to the directors to issue the Company’s
		shares by the number of shares repurchased
	9.	To refresh the existing scheme mandate limit under the existing share option
		scheme of the Company for	allowing the Company to grant share options up
		to 10% of the aggregate nominal amount of the issued share capital of the
		Company as at the date of passing of this resolution.

Signature:

(notes e, f, g and h)

Date:

Notes:

• a Full name(s) and address(es) are to be inserted in BLOCK LETTERS . The names of all joint registered holders should be stated. b 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).

• c. A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting or” and insert the name and address of the person appointed as your proxy in the space provided.

• d. If you wish to vote for any of the resolutions set out above, please tick (“✓”) the boxes marked “For”. If you wish to vote against any resolutions, please tick (“✓”) the boxes marked “Against”. If the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

• e. In the case of joint registered holders of any share, this form of proxy may be signed by any joint registered holder, but if more than one joint registered holder is present at the Meeting, whether in person or by proxy, that one of the joint registered holders whose name stands first on the register of members in respect of the relevant jointly registered share shall alone be entitled to vote in respect thereof to the exclusion of the votes of the other joint registered holders.

• f. The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its Common Seal or under the hand of an officer or attorney so authorised.

• g. 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 offices of the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited of Shops 1712 - 1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time of the Meeting or any adjournment thereof.

• h. Any alteration made to this form should be initialled by the person who signs the form.

• i. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.