WLS Holdings Limited — Proxy Solicitation & Information Statement 2004

Aug 2, 2004

WLS Holdings Limited 㶅隆控股有限公司[*]

(incorporated in the Cayman Islands with limited liability)

PROXY FORM

Form of proxy for use by shareholders at the annual general meeting convened to be held at Rooms 1001-1006, 10th Floor, Southmark, 11 Yip Hing Street, Wong Chuk Hang, Aberdeen, Hong Kong on 30th August, 2004 (Monday) at 2:30 p.m.

I/We (Note a)

of

being the registered holder(s) of (Note b) capital of the abovenamed Company hereby appoint the Chairman of the Meeting or of

shares of HK$0.01 each in the

to act as my/our proxy/proxies (Note c) at the annual general meeting of the Company to be held at Rooms 1001-1006, 10th Floor, Southmark, 11 Yip Hing Street, Wong Chuk Hang, Aberdeen, Hong Kong on 30th August, 2004 (Monday) at 2:30 p.m. and at any adjournment thereof and in the event of a poll, to vote on my/our behalf as directed below or, if no such indication is given, as my/our proxy/proxies think(s) fit.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll (Note d) .

ORDINARY RESOLUTIONS	FOR	AGAINST
1. To receive, consider and approve the audited financial statements and the reports of the directors and auditors for the year ended 30th April, 2004
2. (a) To re-elect Mr. So Yu Shing as the executive director
(b) To re-elect Ms. Lai Yuen Mei, Rebecca as the executive director
(c) To re-elect Mr. Ip Ping Hong, Antony as the executive director
(d) To authorise the board of directors to fix their remuneration
3. To re-appoint the Company’s auditors and authorise the directors to fix their remuneration
4. Ordinary Resolution on item 4 of the notice of annual general meeting (to grant a general mandate to the directors to allot, issue and deal with new shares)
5. Ordinary Resolution on item 5 of the notice of annual general meeting (to grant a general mandate to the directors to repurchase shares)
6. Ordinary Resolution on item 6 of the notice of annual general meeting (to extend the general mandate granted to the directors to issue new shares by adding the number of shares repurchased by the Company)
7. Ordinary Resolution on item 7 of the notice of annual general meeting (to refresh the scheme limit of the Company’s share option scheme)

Dated the

day of

2004

Shareholder’s signature

(Notes e, f, g and h)

Notes:

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

• (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 issued share 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 another 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 this 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 a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• (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, Tengis Limited, Ground Floor, BEA Harbour View Centre, 56 Glouscester Road, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time for holding the meeting or any adjourned meeting.

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

• For identification purposes only