Win Hanverky Holdings Limited — Proxy Solicitation & Information Statement 2008

Apr 11, 2008

WIN HANVERKY HOLDINGS LIMITED 永嘉集團控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 3322)

PROXY FORM FOR ANNUAL GENERAL MEETING (the “Meeting”) TO BE HELD ON TUESDAY, 13 MAY 2008

I/We[(1)]

of

being the registered holder(s) of

share(s)[(2)] of HK$0.1 each in the capital

of Win Hanverky Holdings Limited (the “Company”) hereby appoint

of

or failing him, the Chairman of the Meeting to act as my/our proxy/proxies[(3)] at the Meeting of the Company to be held at 6/F., Phase 6, Hong Kong Spinners Industrial Building, 481-483 Castle Peak Road, Kowloon, Hong Kong, at 2:00 p.m. on Tuesday, 13 May 2008, or at any adjournment thereof and to vote on my/our behalf as hereunder indicated or, if no such indication is given, as my/our proxy(ies) thinks fit:

				RESOLUTIONS		FOR(4)	AGAINST(4)	AGAINST(4)
	1.	To receive and consider the audited consolidated financial			statements of the Company
		and its subsidiaries and the reports of the Directors and the Auditors for the year
		ended 31 December 2007.
	2.	To declare a final dividend.
	3.	A. (i) To re-elect	Mr. Li Kwok Tung Roy as a Director.
		(ii) To re-elect Mr.		Lai Ching Ping as a Director.
		(iii) To re-elect Mr.		Cheung Chi as a Director.
	3.	B. To authorise the Board of Directors to fix the Directors’ remuneration.
	4.	To re-appoint Messrs. PricewaterhouseCoopers as Auditors			of the Company and to
		authorise the Board of		Directors to fix their remuneration.
	5.	A. To grant an unconditional mandate to the Directors to allot shares.
		B. To grant an unconditional mandate to the Directors to repurchase the Company’s
		own shares.
		C. To include the nominal amount of the shares repurchased by the Company in the
		mandate granted to		the Directors under resolution no. 5A.

Dated this day of 2008.

Shareholder’s signature[(5,][6][and][7)]

Notes:

1. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS as set out in the register of members of the Company. The names of all joint registered holders 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) (whether alone or jointly with others).

3. Please insert in BLOCK CAPITALS the name(s) and address(es) of the proxy or proxies desired in the space provided. If no name is inserted, the Chairman of the Meeting will act as your proxy. A member who is the holder of two or more shares is entitled to appoint one or two proxies of his/her own choice to attend and, on a poll, vote in his/her stead. A proxy need not be a member of the Company.

4. If you wish to vote for the resolution set out above, please tick (“�”) in the appropriate box marked “For”. If you wish to vote against the resolution, please tick (“�”) in the appropriate box marked “Against”. If the form returned is duly signed but without specific direction on the proposed resolution, the proxy is entitled to vote or abstain at his discretion in respect of the resolution. 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.

5. For the full text of the resolutions, please refer to the accompanying notice of the Meeting.

6. In the case of joint registered holders of any shares, any one of such persons may vote at the Meeting (or at any adjournment thereof), either personally or by proxy, in respect of such share(s) as if he were solely entitled thereto; 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 joint holding shall, to the exclusion of other joint holders, be entitled to vote in respect thereof.

7. The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer of attorney duly authorised. 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 thereof must be deposited at the Company’s branch share registrar and transfer office, Tricor Investor Services Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong, not later than 48 hours before the time appointed for holding the Meeting or any adjourned meeting thereof.

8. 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 should you so wish. In the event that the member attend the Meeting or any adjourned meeting (as the case may be) after having lodged a form of proxy, the form of proxy will be deemed to have been revoked.

9. Any alteration made to this form should be initialled by the member who signs the form.