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Xin Point Holdings Limited Proxy Solicitation & Information Statement 2005

May 4, 2005

50010_rns_2005-05-04_b0bb6749-2a23-47eb-a466-cc78bd23cf25.pdf

Proxy Solicitation & Information Statement

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K & P INTERNATIONAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 675)

Form of proxy for use at the Annual General Meeting to be held on 8th June, 2005

I/We (Note 1) of

being the registered holder(s) of

shares (Note 2) of HK$0.10 each in the share capital of the above-named Company, HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 3) or of

as my/our proxy to vote and act for me/us at the Annual General Meeting (and at any adjournment thereof) of the said Company to be held at Ballroom B, 2nd Floor, Langham Hotel, 8 Peking Road, Tsimshatsui, Kowloon, Hong Kong on Wednesday, 8th June, 2005 at 10:00 a.m. for the purposes of considering and, if thought fit, passing the Resolutions as set out in the Notice convening the said Meeting and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the Resolutions as indicated below (Note 4) .

RESOLUTIONS* FOR AGAINST
1.To adopt and consider the Audited Financial Statements and the Reports of theDirectors and of the Auditors for the year ended 31st December, 2004.
2.To declare a final dividend.
3.(i)To re-elect Mr. Chung Yik Cheung, Raymond as Director.
(ii)To re-elect Mr. Leung Man Kay as Director.
(iii)To authorise the Board to fix the Directors’ remuneration and to set a maximumnumber of Directors.
4.To re-appoint Messrs Ernst & Young as Auditors and to authorise the Board to fixtheir remuneration.
5.To give a general mandate to the Directors to purchase shares not exceeding 10% ofthe total nominal amount of the existing issued share capital.
6.To give a general mandate to the Directors to issue, allot and dispose of additionalshares not exceeding 20% of the existing issued share capital.
7.To extend the general mandate granted to the Directors to issue shares by the numberof shares repurchased.
8.To approve the proposed amendment to the existing Bye-laws of the Company.
  • Resolutions No. 1-7 are ordinary resolutions. Resolution 8 is a special resolution.
Dated thisNotes: day of 2005Signed
  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 Company registered in your name(s).

  3. If any proxy other than the Chairman is preferred, strike out “THE CHAIRMAN OF THE MEETING” here inserted and insert the name and address of the proxy desired in the space provided. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY. ANY ALTERATION MADE TO ANY FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST”. Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution property put to the Meeting other than those referred to in the Notice convening the Meeting.

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

  6. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members.

  7. To be valid, this form of proxy together with any power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s branch share registrars in Hong Kong, Tengis Limited at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Meeting.

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

  9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.