Zibuyu Group Limited — Proxy Solicitation & Information Statement 2005

Oct 25, 2005

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(Incorporated in Bermuda with limited liability)

(Stock code: 1064)

Form of proxy for use at the special general meeting of Zhong Hua International Holdings Limited to be held at 2:00 p.m. on Tuesday, 8th November, 2005 (or any adjournment thereof)

I/We [(note][1)]

of

being the registered holder(s) of [(note][2)] ordinary shares of HK$0.02 each in the capital of Zhong Hua International Holdings Limited (the “Company”), hereby appoint [(note][3)] the chairman of the special general meeting of the Company, or

of

as my/our proxy to attend and vote for me/us at the special general meeting of the Company to be held at Joint Professional Centre, Unit 1, Ground Floor, The Center, 99 Queen’s Road Central, Hong Kong at 2:00 p.m. on Tuesday, 8th November, 2005 (the “Special General Meeting”) (or any adjournment thereof) for the purpose of considering and, if thought fit, passing by way of a poll, with or without amendments, the ordinary resolutions as set out in the notice convening the Special General Meeting and at such Special General Meeting (or any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated and, if no such indication is given, as my/our proxy thinks fit.

		FOR (note 4) AGAINST (note 4)
	1. Ordinary resolution to approve the consolidation of every ten ordinary shares of HK$0.02 each in the issued and unissued share capital of the Company into one ordinary share of HK$0.20 each (“Consolidated Shares”).
	2. Ordinary resolution to approve the increase of the authorized share capital of the Company from HK$120,000,000 to HK$200,000,000 by creation of an additional 400,000,000 Consolidated Shares.
	3. Ordinary resolution to grant a general mandate to directors to repurchase the Company’s shares.
	4. Ordinary resolution to grant a general mandate to directors to allot, issue or deal with the Company’s shares.
	5. Ordinary resolution to add the nominal amount of shares repurchased by the Company to the mandate granted to the directors under resolution No. 4.

Signature(s) [(note][6)]

Date

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

2. Please insert the number of shares registered in your name(s) and to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all shares in the capital of the Company registered in your name(s).

3. If any proxy other than the chairman of the Special General Meeting is preferred, strike out the words “the chairman of the special general meeting of the Company, or” and insert the name and address of the proxy desired in the space provided. A proxy need not be a member of the Company, but must attend the Special General Meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. If no direction is given, the proxy will vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote or abstain at his/her discretion on any resolution properly put to the Special General Meeting other than those referred to in the notice convening the Special General Meeting.

5. Any member of the Company entitled to attend and vote at the Special General Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. Unless otherwise required by statutes, a proxy need not be a member of the Company. A member of the Company may appoint a proxy in respect of part only of his holding of shares in the Company.

6. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the fact.

7. The instrument appointing a proxy and (if required by the board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s share registrar in Hong Kong, Tengis Limited of 28th Floor, BEA Harhour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, no later than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid.

8. In the case of joint holders of a share if more than one of such joint holders be present at the meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

* For identification only