T E X W I N C A H O L D I N G S L I M I T E D

TEXWINCA HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)
(Stock Code: 321)
PROXY FORM

Form of proxy for use at the Annual General Meeting to be held on 24 August 2007
I/We1
of
being the registered holder(s) of shares2 of
HK$0.05 each in the share capital of the above-named Company (the ‘‘Company’’), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or3
of
as my/our proxy to vote and act for me/us at the Annual General Meeting (and at any adjournment thereof) of the Company to be held at World Trade Centre Club
Hong Kong, 38/F., World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on Friday, 24 August 2007 at 10:30 a.m. for the purpose of considering and,
if thought fit, passing the Resolutions set out in the Notice convening the said Meeting and at such Meeting (and at any adjournment thereof) to vote on my/our behalf
in respect of the Resolutions as indicated below.
RESOLUTIONS For4 Against4
1. To receive and consider the Audited Consolidated Financial Statements and the Reports of the
Directors and of the Auditors for the year ended 31 March 2007.
2. To declare a final dividend.
3. (a) To elect Directors:
(i) Mr. Poon Bun Chak (i) (i)
(ii) Mr. Poon Kai Chak (ii) (ii)
(iii) Mr. Poon Kei Chak (iii) (iii)
(iv) Mr. Poon Kwan Chak (iv) (iv)
(v) Mr. Ting Kit Chung (v) (v)
(vi) Mr. Au Son Yiu (vi) (vi)
(vii) Mr. Cheng Shu Wing (vii) (vii)
(viii) Mr. Wong Tze Kin, David (viii) (viii)
(b) To authorise the Board of Directors to fix the Directors’ remuneration.
4. To appoint Auditors and to authorise the Board of Directors to fix the Auditors’ remuneration.
5. Ordinary Resolution — To grant a general mandate to the Directors to repurchase the Company’s
shares not exceeding 10% of the total nominal amount of existing issued share capital.
6. Ordinary Resolution — To grant a general mandate to the Directors to allot, issue and deal with
additional shares in the share capital of the Company not exceeding 20% of the total nominal amount
of existing issued share capital.
7. Ordinary Resolution — To extend the general mandate granted to the Directors to allot and issue
additional shares by the number of shares repurchased.
Dated this day of 2007 Signed5
Notes:
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 capital of
the Company registered in your name(s).
3. If any proxy other than the Chairman of the meeting is preferred, delete the words ‘‘THE CHAIRMAN OF THE MEETING or’’ and insert the name and address of
the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE BOXES MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST ANY
RESOLUTIONS, TICK THE BOXES MARKED ‘‘AGAINST’’. Failure to complete any or all the boxes will entitle your proxy to cast his vote at his discretion. Your
proxy will also be entitled to vote at his discretion on any resolution properly 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 either be executed under its common seal
or under the hand of an officer or attorney duly authorised.
6. In the case of joint holders of a share, 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 holder(s) and for this purpose seniority shall 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 the power of attorney or other authority (if any) under which is signed or a certified copy of such power or authority,
must be deposited at the Company’s Branch Registrar in Hong Kong, Tengis Limited (will be renamed as Tricor Tengis Limited with effect from 1 August 2007), at
26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time for holding the said meeting or adjourned Meeting.
8. The proxy need not be a member of the Company but must stand 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.