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To report the business of 2008

To report the stock exchange and new issuance of shares due to the acquisition of E-TEN Information Systems Co. Ltd

To report the amendments to “Acer Incorporated 2008 Discounted Employee Stock Option Plan” (ESOP)

Supervisors’ review report

To accept 2008 financial statements and business report

To approve the proposal for distribution of 2008 profits [cash dividend: TWD 2.0 per share stock dividend:10/1000 shares]

To approve the capitalization of 2008

To approve issuance of discounted employee stock option

To approve amendments to Acer’s “Procedures Governing Lending of Capital to Others”

To approve amendments to Acer’s “Procedures Governing Endorsement and Guarantee”

Special motion

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Authorize the Board of Directors of the Company, pursuant to the provisions of Section 81(1A) and other applicable provisions if any of the Companies Act 1956 [including any amendments thereto or re-enactment thereof], the provisions of Chapter XIII-A of the SEBI [Disclosure and investor Protection Guidelines 2000 [SEBI DIP Guidelines] and the provisions of the Foreign Exchange Management Act, 2000 Foreign Exchange Management [Transfer or issue of Security by a Person Resident Outside India] Regulations 2000 and also subject to the provisions of all other applicable statutes, guidelines regulation approvals, consents, permissions or sections [the approvals] of the Central Government, the Reserve Bank of India, SEBI Stock Exchange, Ministry of Finance and any other appropriate authorities institutions or bodies as may be required, at its absolute discretion to issue offer and allot Equity Shares of the Company [Equity Shares] or instruments convertible into Equity Shares Securities up to the overall amount not exceeding INR 1500 Crore only or its equivalent in any foreign currency as the case may be [inclusive of such premium as may be determined] in one or more tranche or tranches as specified above to Qualified Institutional Buyers [as defined by the DIP Guidelines] pursuant to a Qualified Institutional Placement QIP guidelines as provided under Chapter XIII-A of the SEBI DIP Guidelines; authorize the Board to create offer issue and allot from time to time such number of Equity Shares/Securities at such price that may be decided by the Board in its absolute discretion as may be necessary in accordance with the terms of the offering of any of the aforesaid Shares/Securities; and (a) all such additional Equity Shares or Securities, shall rank pari-passu in all respects, with the then existing respective Shares/Securities, as the case may be, of the Company, but shall be subject to such lock-in requirements as

may be prescribed by appropriate authorities under applicable Laws, if any, (b) the Securities to be so offered, issued and allotted shall be subject to the provisions of the Memorandum and Articles of Association of the Company; (c) the relevant date for the determination of applicable price for the issue of the Securities means the date of the meeting in which the Board of the company or the Committee of Directors duly authorized by the Board of the Company decides to open the proposed issue; in case of offer/issue/allotment of Shares/Securities in Indian and/or International market under the respective guidelines of SEBI, RBI, or other appropriate authorities, as the case may be, the price inclusive of premium of the Shares and/or Securities shall not be less than the price arrived in accordance with the provisions of respective applicable guidelines, rules, regulations or directions; authorize the Company through its Board or any of its Committee and/or any agency or body, may issue receipts/certificates or other requisite documents representing the underlying Securities issued/to be issued by the Company with such features and attributes as are prevalent in Indian/International capital markets, for instruments of this nature and provide for the free tradability or transferability thereof as per laws, rules, regulations and guidelines under the forms and practices prevalent in the Indian/International market; authorize the Board on behalf of the Company, for the purpose of giving effect to any offer issue or allotment of Securities or instruments or Equity Shares or Securities representing the same to do all such acts deeds matters and things as it may in its absolute discretion deem necessary or desirable for such purpose including but without limitations determining the type form and manner of the issue the class of eligible investors to whom the Securities are to be offered issued and allotted in each tranche issue price face value premium/discount amount on issue/conversion of Securities/exercise of warrants/redemption of Securities rate of interest conversion or redemption period appointment of Managers Merchant Bankers Guarantors, Financial and/or Legal Advisors, Consultants, Depositories, Custodians, Registrars, Trustees, Bankers, and all other agencies or intermediaries, whether

in India or aboard and to remunerate them by way of commission brokerage , fees or the like, entering into or execution of all such agreements/arrangements/Memorandum of Understandings/documents with any authorities/agencies and listing of the Shares/Securities including the resultant Equity Shares to be issued as per the terms of issue of the said Securities on any Indian and/or Foreign Stock Exchanges; the issue to the holders of the Securities of the Equity Shares underlying the Securities shall be, inter alie, subject to the terms and conditions; (a) in the event of the Company making a bonus issue by way of capitalization of its profits or reserves prior to the allotment of the Equity Shares, the number of Equity Shares to be allotted shall stand augmented in the same proportion in which the equity share capital increases as a consequence of such bonus issue and the premium, if any, shall stand reduced pro tanto; (b) in the event of the Company making a rights offer by issue of Equity Shares prior to the allotment of the Equity Shares, the entitlement to the Equity Shares will stand increased in the same proportion as that of the rights offer and such additional Equity Shares shall be offered to the holders of the Securities at the same price at which the same are offered to the existing shareholders; and (c) in the event of Merger, amalgamation, takeover or any other re-organization or restructuring, the number of Shares, the price and the time period as aforesaid shall be suitably adjusted; authorize the Board to settle all questions, difficulties, doubts or problems that may arise in regard to the offer, issue, or allotment of the aforesaid Shares/Securities and utilization of the issue proceeds as it may in its absolute discretion deem fit, without being required to seek any further consent or approval of the members or otherwise, with the intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution; to give effect to the aforesaid resolution to delegate all or any of the powers herein conferred to any committee of Directors or Managing Director or any Director or Directors or other officers of the Company or to any intermediary or agent of the Company or to such other persons as the Board may think fit and necessary in its absolute discretion

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PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 536981 DUE TO RECEIPT OF ADDITIONAL RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.

Approve the matters to be informed

Approve to certify the minutes of the 2008 AGM of the shareholders held on 10 APR 2008

Approve to certify the results of operation for 2008

Approve the balance sheet statement of income and the statement of cash flow for FYE 31 DEC 2008

Approve the dividend payment for the FY 2008

Approve the issuing and offering of debenture in an amount not exceeding THB 15,000,000,000

Approve the addition of the Company’s objective item 49 on electronic payment business and amend the Company’s Memorandum of Association Clause 3

Re-appoint the retiring Directors

Approve the Directors remuneration for 2009

Appoint the Company’s Auditors and approve to determine the Auditors remuneration for the year 2009

Approve the allotment of the additional ordinary share, reserved for exercising the right to confirm to the adjustment prescribed in the prospectus

Other matters [if any]

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PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 538479 DUE TO CHANGE IN VOTING STATUS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.

The 2008 business operations

The 2008 audited reports

The status of endorsement and guarantee

The status of buyback treasury stock

Approve the 2008 business reports and financial statements

Approve the 2008 profit distribution

Approve the issuance of new shares from retained earnings, staff bonus

Approve the revision to the Articles of Incorporation

Approve the revision to the procedures of monetary loans, endorsement and guarantee

Approve the proposal to release the prohibition

on the Directors from participation in competitive
business

Extraordinary motions

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PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE “IN FAVOR” OR “AGAINST” FOR ALL RESOLUTIONS. THANK YOU.

Receive and adopt the audited consolidated financial statements and the reports of the Directors [the “Director[s]”] of the Company and the Auditors [the “Auditors”] of the Company for the YE 31 DEC 2008

Approve and declare a final dividend for the YE 31 DEC 2008

Re-elect Mr. Lin Seng-chang as a retiring Director

Re-elect Mr. Wu Chung-lih as a retiring Director

Re-elect Mr. Tsim Tak-lung, Dominic as a retiring Director

Re-elect Mr. Wong Ying-ho, Kennedy as a retiring Director

Authorize the Board of Directors [the “Board”] to determine their remuneration

Re-appoint Deloitte Touche Tohmatsu as the Auditors and authorize the Board to fix their remuneration

Authorize the Directors pursuant to the Rules [the “Listing Rules”] Governing the Listing

of Securities on The Stock Exchange of Hong Kong Limited [the “Stock Exchange”], the exercise by the Directors during the Relevant Period [as hereinafter defined] on all the powers of the Company to allot, issue or otherwise deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such powers, be and the same is hereby generally and unconditionally approved; the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted [whether pursuant to an option or otherwise] and issued by the Directors pursuant to the approval in paragraph [i] of this Resolution, otherwise than by way of [a] a Rights Issue [as hereinafter defined]; or [b] the exercise of or the grant of any option under any Share Option Scheme of the Company or similar arrangement for the time being adopted for the issue or grant to officers and/or employees of the Company and/or any of its subsidiaries of shares or options to subscribe for or rights to acquire shares of the Company; or [c] any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares in accordance with the Articles of Association of the Company in force from time to time, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this Resolution and the said approval be limited accordingly; [Authority expires the earlier at the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by the Articles of Association of the Company or any applicable laws to be held]

Authorize the Directors during the Relevant Period [as hereinafter defined] of all the powers of the Company to repurchase issued shares in the share capital of the Company on the Stock Exchange or any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong [the “SFC”] and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations

of the SFC, the Stock Exchange or of any other stock exchange as amended from time to time and all applicable laws in this regard, be and the same is hereby generally and unconditionally approved; the aggregate nominal amount of issued shares of the Company which may be repurchased by the Company pursuant to the approval in paragraph [i] of this Resolution during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this Resolution and the said approval shall be limited accordingly; [Authority expires the earlier at the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by the Articles of Association of the Company or any applicable laws to be held]

Approve, conditional upon Resolutions 05 and 06 above being passed, the general mandate granted to the Directors to allot, issue or otherwise deal with additional shares pursuant to Resolution 05 be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares of the Company repurchased by the Company under the authority granted pursuant to Resolution 06

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PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE “IN FAVOR” OR “AGAINST” FOR ALL THE RESOLUTIONS. THANK YOU.

Receive and adopt the Audited consolidated financial statements of the Company and the reports of the Directors and the Auditor for the YE 31

DEC 2008

Declare a final dividend of HKD 0.50 per share for the YE 31 DEC 2008

Re-elect Mr. Lee Wai Kwong as a Director

Re-elect Mr. Chow Chuen, James as a Director

Re-elect Mr. Lok Kam Chong, John as a Director

Authorize the Board of Directors to fix the Directors’ remuneration

Re-appoint Deloitte Touche Tohmatsu as the Auditor and authorize the Board of Directors to fix their remuneration

Authorize the Directors of the Company [the Directors], subject to this Resolution, during the relevant period [as specified] of all the powers of the Company to repurchase its own shares on The Stock Exchange of Hong Kong Limited [the Stock Exchange] or on any other stock exchange on which the shares of the Company may be listed and recognized by The Securities and Futures Commission of Hong Kong [the Securities and Futures Commission] and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the rules and regulations of the Securities and Futures commission and the Stock Exchange or of any other stock exchange as amended from time to time; (b) the aggregate nominal amount of the share capital of the Company to be repurchased or agreed to be repurchased by the Company pursuant to the approval in this Resolution during the relevant period shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this Resolution and the said approval be limited accordingly; [Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the Company is required laws to be held]

Amend the existing provision of Rule 2.1.1, Rule 4.1 and Rule 8.2 of the Employee Share Incentive Scheme; and authorize the Directors of the Company to take all necessary actions

and sign all documents n behalf of the Company to give full effect to the amendments to the Scheme as specified in this Resolution

Amend the Articles 1, 7.2.3, 11, 28.1.3, 30, 31, 37, 46.4, 60, 61, 62, 63, 64, 65, 66, 68, 69, 70, 71, 73, 74, 76, 77, 110.2.7, 110.3, 122, 125, 126, 136, 137, 153, 154, 155, 158.2 and 161 of the Articles of Association of the Company

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Adopt the balance sheet at 31 MAR 2009, profit and loss account for the YE 31 MAR 2009 and the reports of Directors and Auditors thereon

Re-appoint Shri M. V. Subbiah as a Director who retires by rotation

Re-appoint Shri Ramesh Ramanathan as a Director
who retires by rotation

Declare a dividend on the equity shares of the bank

Appoint, pursuant to the provision of Section 224A and other applicable provision, if any, of the Companies Article 1956 and Banking Regulation Article 1949, M/s. S. R. Batillboi & Co., Chartered Accountants, Mumbai as the Statutory Auditors of the Bank to hold office from the conclusion of the 15th AGM until the conclusion of the 16th AGM on such remuneration as may be approved by the Audit Committee of the Board

Approve to alter, in accordance with the provision of Section 16 and other applicable provisions

of the Companies Article 1956, the existing Memorandum of Association of the Company as specified

Approve to alter, in partial modification to the approval given by the shareholders through postal ballot notice dated 09 JUN 2009 the Articles of Association of the Bank in respect of separating of the post of Chairman and Chief Executive Officer into the posts [i] Non-Executive Chairman and [ii] Managing Director, the effective date of alteration of the alteration of the specified Articles of Association be 01 JUN 2009 instead of 01 AUG 2009 Articles 2[A][viii], 2[A][xii], 89[1] 118 and 119, 118[1], 17[4], 118[2] 118[3], 118[4], 118[6], 118[7], 118[8], 119, 120, 114[1], 171, 172 and 173 as specified

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Authorize the Board of Directors of the Company [hereinafter referred to as the Board, which term shall be deemed to include Remuneration Committee of the Board of Directors of the Company], pursuant to the provisions of the Securities and Exchange Board of India [Employee Stock Option Scheme and Employee Stock Purchase Scheme] Guidelines, 1999 and the Companies Act, 1956 and subject to the provisions of the Memorandum and Articles of Association of the Company and all other applicable provisions and subject to such other approvals, permissions and sanctions as may be deemed necessary, to re-price the exercise price of the options granted in the years 2005, 2006, 2007, 2008 which have not been exercised and also the exercise price in respect of options to be granted for the year 2009 under the BCML Employee

Stock Option Scheme, 2005 [the Scheme] of the Company at 20% discount to the average daily closing market price of the Company’s share, on the Stock Exchange it is traded most, during the preceding 26 weeks prior to the date of the Board meeting to be held to re-price the exercise price of the unexercised options and options to be granted for the year 2009, such re-pricing not being detrimental to the interest of the employees; and to take such steps that are incidental or consequent to such re-pricing of such Stock Options as aforesaid and amendment to the Scheme and the issue terms of the Stock Options including issuance of necessary documents to the employees, filing of documents with authorities and such other steps or acts as the Board may deem fit for the purpose

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PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF “ABSTAIN” WILL BE TREATED THE SAME AS A “TAKE NO ACTION” VOTE.

Receive and approve the audited consolidated financial statements and the reports of the Directors and the Auditors for the YE 31 DEC 2008

Declare a final dividend and a final special dividend

Re-elect Mr. Yi Xiqun as a Director

Re-elect Mr. Zhang Honghai as a Director

Re-elect Mr. Li Fucheng as a Director

Re-elect Mr. Liu Kai as a Director

Re-elect Mr. Guo Pujin as a Director

Re-elect Mr. Fu Tingmei as a Director

Authorize the Board of Directors to fix the Directors’ remuneration

Re-appoint Messrs. Ernst & Young as the Auditors and authorize the Board of Directors to fix their remuneration

Authorize the Directors, subject to and in accordance with all applicable Laws, to purchase its shares, during the relevant period, not exceeding 10% of the total nominal amount of the share capital of the Company in issue on the date of passing of this resolution; [Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by the current Articles of Association of the Company or any applicable Laws to be held]

Authorize the Directors of the Company to issue, allot and deal with additional shares in the capital of the Company and make or grant offers, agreements and options which would or might require shares to be allotted, issued or dealt with during or after the end of relevant period, not exceeding the aggregate of 20% of the total nominal amount of the share capital of the Company in issue on the date of passing of this resolution, otherwise than pursuant to i) a rights issue where shares are offered to shareholders on a fixed record date in proportion to their then holdings of shares [subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the Laws of, or the requirements of any recognized regulatory body or any stock exchange in any territory applicable to the Company]; or ii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or

rights to acquire shares of the Company; or iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend or shares of the Company in accordance with the Current Articles of Association of the Company; or iv) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company; [Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by the current Articles of Association of the Company or any applicable Laws to be held]

Approve the general mandate granted to the Directors of the Company pursuant to Resolution 6 above and for the time being in force to exercise the powers of the Company to allot shares and to make or grant offers, agreements and options which might require the exercise of such powers be extended by the total nominal amount of shares in the capital of the Company repurchased by the Company pursuant to Resolution 5, provided that such amount does not exceed 10% of the total nominal amount of the issued share capital of the Company at the date of passing this Resolution

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Approve to accept the financial statements and the statutory reports

Approve the final dividend of INR 6.25 per share

Re-appoint Mr. A.K. Aggarwal as a Director

Re-appoint Mr. M. Gupta as a Director

Re-appoint Mr. S. Datta as a Director

Authorize the Board to fix remuneration of the Auditors

Appoint Mr. S. Ravi as a Director

Appoint Ms. B.S. Meena as a Director

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Authorize the Company, subject to the approval of all relevant authorities and/or parties, to enter into and carry out the following transactions: (I) for the acquisition by CIMB Group Sdn Bhd [CIMB Group], a wholly-owned subsidiary of the Company, of 1,997,023,850 Class B ordinary shares with par value of Indonesian Rupiah [Rp] 100 each in Bank Lippo [Lippo Class B Shares] representing approximately 51% of the total issued shares in Bank Lippo from Santubong Investments B. V. [Santubong], a wholly-owned subsidiary of Khazanah for a purchase consideration of approximately Rp 5,929,164 million or the equivalent of approximately MYR 2,070.96 million upon the terms and conditions of the Share Sale and Purchase Agreement dated 02 JUN 2008 entered into between BCHB, CIMB Group, Khazanah and Santubong [SSPA] [Proposed 51% Lippo Acquisition]; (II) to allot and issue 207,096,186 new ordinary shares of MYR 1.00 each in the Company [BCHB Shares] as purchase consideration for the Proposed 51% Lippo Acquisition for and on behalf of CIMB Group at an issue price of MYR 10.00 per

BCHB Share [Purchase Consideration] upon the terms and conditions of the SSPA, the new BCHB Shares to be issued to satisfy the purchase consideration pursuant to the Proposed 51% Lippo Acquisition shall upon issuance, rank equally in all respects with the existing BCHB Shares, save for any dividends, rights, benefits, entitlements and/or other distributions the entitlement date of which precedes the date of issue and allotment of the new BCHB Shares; (III) upon completion of the Proposed 51% Lippo Acquisition, for the merger of Bank Niaga and Bank Lippo resulting in Bank Niaga being the surviving entity in accordance to the terms of the agreed merger plan executed between Bank Niaga and Bank Lippo dated 03 JUN 2008 pursuant to the requirement arising under the Bank Indonesia (BI) Regulation No. 8/16/PBI/2006, dated 05 OCT 2006 on the Single Presence in Indonesian Banks [Proposed Merger] whereby pursuant to the Proposed Merger, the shareholders of Bank Lippo will receive approximately 2,822 new Bank Niaga shares [Niaga Shares] to be issued in exchange for every 1,000 Lippo Shares held based on the valuations of Lippo Shares of Rp 2,969 for each Lippo Share [Lippo Share Value] and Niaga Shares of Rp 1,052 for each Niaga Share [Niaga Share Value] [Shares Exchange]; (IV) in conjunction with the Proposed Merger and to provide equal opportunity to all the minority shareholders of Bank Niaga and Bank Lippo, for CIMB Group to undertake the Proposed Standby Facility (as hereinafter defined), wherein all the minority shareholders of Bank Niaga and Bank Lippo (whether they vote for or against the Proposed Merger) shall be given the opportunity to sell their Niaga Shares at the Niaga Share Value and Lippo Shares at the Lippo Share Value to CIMB Group if they choose not to participate in the equity of the enlarged Bank Niaga (Proposed Standby Facility), and that CIMB Group [after completion of the Proposed 51% Lippo Acquisition and the Proposed Standby Facility] be given approval to accept the new Class B Niaga Shares [Niaga Class B Shares] in exchange for their Lippo Shares acquired under the Proposed 51% Lippo Acquisition and the Proposed Standby Facility whereby the new Niaga Class B Shares shall upon issuance, rank equally in all respects with the existing

Niaga Class B Shares. the new Niaga Class B Shares do not have the rights to any dividends, rights, benefits, entitlements and/or other distributions the entitlement date of which precedes the date of issue of the said new Niaga Class B Shares; the Directors of the Company [save and except for Tan Sri Dato’ Md Nor Md Yusof, being a nominee of Khazanah on the Board of the Company and deemed interested in the Proposed Merger (Interested Director)] to do all acts, deeds and things and to execute, sign and deliver on behalf of the Company, all such documents as they may deem necessary, expedient and/or appropriate to implement, give full effect to and complete the proposed merger [which includes the proposed 51% Lippo Acquisition and the proposed standby facility], with full powers to assent to any conditions, modifications, variations and/or amendments as the Directors of the Company (save and except for the Interested Director) may deem fit and/or as may be imposed by any relevant authorities in connection with the proposed merger

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Authorize the Directors of the Company, subject to the approvals being obtained from the relevant authority and/or parties: i) to issue and allot Warrants to TPG in such number equal to the Ringgit Malaysia [RM] equivalent of the nominal value of up to USD 150,000,000 senior Unsecured Guaranteed Bonds [Bonds] to be issued by CIMB Bank (L) Limited to TPG, on the issue date of the Bonds, divided by the initial exercise price of MYR 10.00, based on the average spot exchange rate of USD to MYR as specified MYRFIX1 over 15 consecutive business days ending on

the 3rd business day prior to the date of issue of the Warrants, subject to the provisions of a deed poll constituting the Warrants to be executed by the Company [Deed Poll], the salient terms as specified; ii) issue and allot from time to time such appropriate number of new ordinary shares of MYR 1.00 each in the capital of the Company following the exercise of the Warrants [new BCHB Shares] and that such new BCHB Shares shall, upon allotment and issue, rank pari passu in all respects with the then existing ordinary shares of the Company, save and except that the new BCHB Shares shall not be entitled to any dividends, rights, allotments and/or other distributions, the entitlement date of which is prior to the allotment of the new BCHB Shares; iii) to issue and allot such additional Warrants as a result from any adjustments made under the provisions of the Deed Poll [Additional Warrants] and to further issue and allot new BCHB Shares following the exercise of such additional warrants and that such new BCHB Shares shall, upon issue and allotment, rank pari passu in all respects with the then existing ordinary shares of the Company, save and except that the new BCHB Shares shall not be entitled to any dividends, rights, allotments and/or other distributions, the entitlement date of which is prior to the allotment of the new BCHB Shares; and iv) to do all such acts and execute all such documents, deeds or agreements as may be required to give effect to the proposed warrants issue with full power to assent to any conditions, modifications, amendments and variations as may be imposed/permitted by the relevant authorities and/or as the Directors may be deem fit or expedient in the best interest of the Company

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Adopt the audited financial statements for the FYE 31 DEC 2008 and the reports of the Directors and Auditors thereon

Re-elect Tan Sri Dato’ Seri Haidar Mohamed Nor as a Director who retires in accordance with Article 76 of the Company’s Articles of Association

Re-elect Dato’ Hamzah Bakar as a Director who retires in accordance with Article 76 of the Company’s Articles of Association

Re-elect Dato’ Zainal Abidin Putih as a Director who retires in accordance with Article 76 of the Company’s Articles of Association

Approve the payment of Directors’ fees amounting to MYR 90,000 per Director in respect of the FYE 31 DEC 2008

Re-appoint PricewaterhouseCoopers as the Auditors of the Company for the FYE 31 DEC 2009 and authorize the Board of Directors to fix their remuneration

Transact any other business

Authorize the Directors, pursuant to Section 132D of the Companies Act, 1965, to issue shares in the Company at any time until the conclusion of the next AGM and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued does not exceed 10% of the issued share capital of the Company for the time being, subject always to the approval of all the relevant regulatory bodies

Authorize the Directors of the Company, subject to the Companies Act, 1965 [as may be amended, modified or re-enacted from time to time], the Company’s Memorandum and Articles of Association and the requirements of the Bursa Malaysia Securities Berhad [Bursa Securities] and approvals of all relevant governmental and/or regulatory authorities, to purchase such number of ordinary

shares of MYR 1.00 each in the Company [Proposed Share Buy-Back] as may be determined by the Board of Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Board of Directors may deem fit and expedient in the interest of the Company provided that the aggregate number of ordinary shares purchased and/or held pursuant to this resolution does not exceed 10% of the total issued and paid-up share capital of the Company at any point in time and an amount not exceeding the total retained profits of approximately MYR 2,080.20 million and/or share premium account of approximately MYR 6,027.86 million of the Company based on the Audited financial statements for the FYE 31 DEC 2008 be allocated by the Company for the Proposed Share Buy-Back and that the ordinary shares of the Company to be purchased are proposed to be cancelled and/or retained as treasury shares and subsequently be cancelled, distributed as dividends or re-sold on Bursa Securities and authorize the Board of Directors of the Company, to do all acts and things to give effect to the Proposed Share Buy-Back and that such authority shall commence immediately upon passing of this ordinary resolution; [Authority expires at the earlier of the conclusion of the next AGM of BCHB in 2010 or within which the next AGM after that date is required by law to be held] but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid expiry date and, in any event, in accordance with the provisions of the guidelines issued by Bursa Securities and/or any other relevant authorities

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Receive and adopt the audited accounts and the reports of the Directors and the Auditors for the YE 31 MAR 2008

Declare a final dividend

Re-elect Mr. Lo Hoi Kwong, Sunny as a Director

Re-elect Mr. Lo Tang Seong, Victor as a Director

Re-elect Mr. Hui Tung Wah, Samuel as a Director

Re-elect Mr. Choi Ngai Min, Michael as a Director

Authorize the Board of Directors to fix their remuneration

Re-appoint Messrs. PricewaterhouseCoopers as the Auditors of the Company and authorize the Board of Directors to fix their remuneration

Authorize the Directors to allot, issue and deal with additional shares in the capital of the Company and make or grant offers, agreements and options during and after the relevant period, not exceeding the aggregate of a) 20% of the aggregate nominal amount of the issued share capital of the Company; plus b) the nominal amount of share capital repurchased [up to 10% of the aggregate nominal amount of the issued share capital], otherwise than pursuant to: a) a rights issue; or b) the exercise of subscription or conversion rights under the terms of any warrants and securities; or c) the exercise of options or similar arrangement; or d) any scrip dividend or similar arrangement; [Authority expires the earlier of the conclusion of the next AGM or the expiration of the period within which the next AGM is required by the Bye-Laws of the Company or any applicable laws to be held]

Authorize the Directors of the Company, during the relevant period, to purchase its shares, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, not exceeding 10% of the aggregate nominal amount of the shares

of the Company in issue at the date of passing of this resolution; [Authority expires the earlier of the conclusion of the next AGM or the expiration of the period within which the next AGM is required by the Bye-Laws of the Company or any applicable laws to be held]

Approve, conditional upon the passing of the Resolutions 5 and 6, to extend the general mandate granted to the Directors of the Company [pursuant to Resolution 5 or otherwise] and for the time being in force to exercise the powers of the Company to allot shares by an amount representing the aggregate nominal amount of the share capital repurchased by the Company under the authority granted by the Resolution 6

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PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF “ABSTAIN” WILL BE TREATED THE SAME AS A “TAKE NO ACTION” VOTE.

Receive the audited financial statements, the report of the Directors and the Independent Auditor’s report for the YE 31 DEC 2008

Declare a final dividend

Elect Mr. Kam Hing Lam as a Director

Elect Ms. Woo Chia Ching, Grace as a Director

Elect Mr. Fok Kin-ning, Canning as a Director

Elect Mr. Frank John Sixt as a Director

Elect Mr. George Colin Magnus as a Director

Elect Mr. Kwok Tun-li, Stanley as a Director

Elect Ms. Hung Siu-lin, Katherine as a Director

Appoint Messrs. Deloitte Touche Tohmatsu as the Auditor and authorize the Directors to fix their remuneration

Authorize the Directors to issue and dispose of additional shares not exceeding 20% of the existing issued share capital of the Company at the date of this resolution until the next AGM [Relevant Period], such mandate to include the granting of offers or options [including bonds and debentures convertible into shares of the Company] which might be exercisable or convertible during or after the relevant period

Authorize the Directors during the relevant period to repurchase shares of HKD 0.50 each in the capital of the Company in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or of any other stock exchange as amended from time to time, not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of this Resolution, and the said approval shall be limited accordingly; [Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by law to be held]

Approve to extend the general mandate granted to the Directors to issue and dispose of additional shares pursuant to Resolution 5.1 by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution 5.2, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of the said resolution

PLEASE NOTE THAT EUROCLEAR DOES NOT OFFER ANY

VOTING SERVICES ON THIS ISSUE. THANK YOU.

PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF CONSERVATIVE RECORD DATE. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

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PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR AGAINST” FOR ALL THE RESOLUTIONS. THANK YOU.

Receive the audited financial statements, the report of the Directors and the Independent Auditor’s report for the YE 31st DEC 2008

Declare the final dividend

Elect Mr. Li Tzar Kuoi, Victor as a Director

Elect Mr. Fok Kin Ning, Canning as a Director

Elect Mr. Tso Kai Sum as a Director

Elect Mr. Cheong Ying Chew, Henry as a Director

Elect Mr. Barrie Cook as a Director

Appoint Messrs. Deloitte Touche Tohmatsu as the Auditor and authorize the Directors to fix their remuneration

Authorize the Directors to issue and dispose of additional shares not exceeding 20% of the existing issued share capital of the Company at the date of the resolution until the next

AGM [Relevant Period], such mandate to include the granting of offers or options [including bonds and debentures convertible into shares of the Company] which might be exercisable or convertible during or after the relevant period

Authorize the Directors to repurchase shares of HKD 1.00 in the capital of the Company during the relevant period, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or any other stock exchange as amended from time to time, not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company; [Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by law to be held]

Authorize the Directors to issue and dispose of additional shares pursuant to Resolution 5[1] by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Ordinary Resolution 5[2], provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company at the date of the said resolution

Authorize the Directors of the Company, acting together, individually or by committee to approve the acquisition of the bonds, notes, commercial paper or other similar debt instruments issued by Connected Issuers [as specified] pursuant to the master agreement dated 03 APR 2009 and made between the Company and Hutchison Whampoa Limited setting out the basis upon which the Company or its subsidiaries may acquire the Connected Debt Securities issued by the connected issuers, copy of which have been produced to this meeting marked “A” and signed by the Chairman of this meeting for identification purpose subject to the limitations set as specified

Authorize the Directors to acquire Connected Debt Securities generally and unconditionally

approve i]the aggregate gross purchase price of Connected Debt Securities of a particular issue to be acquired, after deducting any net sale proceeds of Connected Debt Securities sold, by the Company and its subsidiaries [the “Group”] [“Net Connected Debt Securities Position”] during the Relevant Period pursuant to the approval in paragraph [a] above shall not exceed 20% of the aggregate value of the subject issue and all outstanding Connected Debt Securities of the same issuer with the same maturity or shorter maturities; ii] the Net Connected Debt Securities Position of the Group at any time during the relevant period shall not exceed: [a] HKD 2.2 billion or [b] 20% of the aggregate “net liquid assets” of the Group which is accounted for and consolidated in the accounts of the Company as at 31 DEC 2008 or if different, 20% of the Company’s “unaudited consolidated net liquid assets” as at the last day of the immediately preceding calendar quarter [the “Reference Date”], whichever is the lower; for this purpose, “net liquid assets” shall mean the aggregate value of cash, deposits and marketable securities [including for the avoidance of doubt any Connected Debt Securities held at the time] and the Company’s “unaudited consolidated net liquid assets” as at the reference date shall mean the aggregate value of the cash, deposits and marketable securities [including for the avoidance of doubt any Connected Debt Securities held at the time all valued at their respective fair market values as at such date] held by the Group which is accounted for and consolidated in the accounts of the Company as at the reference date less the aggregate value of any such assets which are subject to pledges or other encumbrances as at the reference date; [iii] the Connected Debt Securities shall be [a] listed for trading on a recognised exchange, [b] offered to qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended, [c] offered to persons outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933, or [d] offered pursuant to an issue where the aggregate value of such issue and all other outstanding Connected Debt Securities of the same issuer is no less than USD 500 million or its equivalent in other currencies

permitted under [vi] below, and in all cases the Connected Debt Securities shall be acquired by the Group only on normal commercial terms arrived at after arm’s length negotiations; iv] the Connected Debt Securities shall be of at least investment grade or its equivalent; v] the Connected Debt Securities shall not include zero coupon instruments or instruments with any imbedded option, right to convert into or exchange for any form of equity interest or derivative; vi] the Connected Debt Securities shall be issued in any of the following currencies, Hong Kong Dollars, the United States Dollars, Canadian Dollars or such other currency as the Directors who have no material interest in the proposed acquisition of Connected Debt Securities consider in their reasonable opinion as posing a risk acceptable to the Group having regard to the Groups assets and businesses from time to time vii] the Connected Debt Securities shall have maturity not in excess of 15 years; [Authority expires the earlier of the conclusion of the next AGM of the Company ]

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To report the 2008 business operations

To report the 2008 audited reports

To report the status of the local secured corporate bonds

To report the status of buyback treasury stock

To report the status of Merger with Chi Hsin Electronics Corp [unlisted]

To report the indirect Investment in People’s Republic of China

To report the establishment for the Rules of the Board Meeting

Approve the 2008 business reports and financial statements

Approve the distribution of 2008 profit or offsetting deficit

Approve to revise the procedures of monetary loans

Approve to revise the procedures of endorsement and guarantee

Approve to revise the procedures of trading derivatives

Approve to revise the Articles of Incorporation

Extraordinary motions

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Approve the report of the Board of Directors of the Company for the year 2008

Approve the report of the Board of Supervisors of the Company for the year 2008

Approve the annual report of the Company for the year 2008

Approve the financial report of the Company for the year 2008

Approve the Profit Distribution Plan of the Company for the year 2008

Approve the Financial Budget Plan of the Company for the year 2009

Approve the resolution on engagement of accounting firms and their service fees for the year 2009

Re-elect Mr. Kong Dan as a Director of the bank

Re-elect Mr. Chang Zhenming as a Director of the bank

Re-elect Dr. Chen Xiaoxian as a Director of the bank

Re-elect Mr. Dou Jianzhong as a Director of the bank

Re-elect Mr. Ju Weimin as a Director of the bank

Re-elect Mr. Zhang Jijing as a Director of the bank

Re-elect Mr. Wu Beiying as a Director of the bank

Re-elect Ms. Chan Hui Dor Lam Doreen as a Director of the bank

Re-elect Mr. Guo Ketong as a Director of the bank

Re-elect Mr. Jose Ignacio Goirigolzarri as a Director of the bank

Elect Mr. Jose Andres Barreiro Hernandez as a Director of the bank

Re-elect Dr. Bai Chong-En as a Director of the bank

Re-elect Dr. Ai Hongde as a Director of the bank

Re-elect Dr. Xie Rong as a Director of the bank

Re-elect Mr. Wang Xiangfei as a Director of the bank

Re-elect Mr. Li Zheping as a Director of the bank

Re-elect Mr. Wang Chuan as a Supervisor of the bank

Re-elect Mr. Wang Shuanlin as a Supervisor of the bank

Re-elect Ms. Zhuang Yumin as a Supervisor of the bank

Re-elect Ms. Luo Xiaoyuan as a Supervisor of the bank

Re-elect Mr. Zheng Xuexue as a Supervisor of the bank

Approve the proposed acquisition of a 70.32% interest in CITIC International Financial Holdings Limited by the Bank from Gloryshare Investments Limited

Approve the amendments to the Articles of Association

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Approve the 2008 report of the Board of Directors of the Company [the Board of Directors]

Approve the 2008 report of the Supervisory Committee of the Company [the Supervisory Committee]

Approve the report of the Auditors and the Company’s audited financial statements for the YE 31 DEC 2008

Approve the Profit Distribution Plan for the year 2008 as recommended by the Board of Directors and authorize the Board of Directors to implement such proposal

Approve the Company’s 2009 capital expenditure budget

Approve the 2009 emoluments of the Directors and the Supervisors of the Company

Re-appoint PricewaterhouseCoopers Zhong Tian CPAs Limited Company, as the Company’s Domestic Auditor and PricewaterhouseCoopers, Certified Public Accountants, as the Company’s International Auditor for the FY of 2009 and authorize the Board of Directors to determine their respective remunerations

Approve the proposed amendments to the Articles of Association of the Company, as specified

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Approve and ratify the 2008 Supplemental Agreement [in respect of the extension of the Non-exempt Connected Transactions to 31 DEC 2010] with China Telecommunications Corporation as specified and the transactions contemplated there under and authorize any Director of the Company to do all such further acts and things and execute such further documents and take all such steps which in their opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such agreement

Approve and ratify the proposed new annual caps for each of the Engineering Framework Agreement, Ancillary Telecommunications Services Framework Agreement, Operation Support Services Framework Agreement, and IT Application Services Framework Agreement with China Telecommunications Corporation for the 3 YE 31 DEC 2008, 2009 and 2010, as specified

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PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR ALL THE RESOLUTIONS. THANK YOU.

Approve the consolidated financial statements of the Company, the report of the Directors, the report of the Supervisory Committee and the report of the International Auditors for the YE 31 DEC 2008, and authorize the Board of Directors of the Company [the Board] to prepare the budget of the Company for the year 2009

Approve the profit distribution proposal and the declaration and the payment of a final dividend for the YE 31 DEC 2008

Re-appoint KPMG and KPMG Huazhen as the International Auditors and the Domestic Auditors of the Company, respectively for the YE 31 DEC 2009 and authorize the Board to fix the remuneration of the Auditors

Other business

Authorize the Board, during the relevant period, to allot, issue and deal with additional shares of the Company and to make or grant offers,

agreements and options which might require the exercise of such powers and the amount of additional domestic Shares or overseas-listed foreign invested shares [H Shares] [as the case may be] allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with either separately or concurrently by the Board pursuant to the approval in this resolution, otherwise than pursuant to: i) a rights issue [as specified]; or ii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association of the Company shall not exceed 20% of each of the Company’s existing domestic Shares and H Shares [as the case may be] in issue at the date of passing this resolution; and [Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the 12 months period]

Authorize the Board to increase the registered capital of the Company to reflect the issue of shares in the Company authorized under Resolution S.4, and to make such appropriate and necessary amendments to the Articles of Association of the Company as they think fit to reflect such increases in the registered capital of the Company and to take any other action and complete any formality required to effect such increase of the registered capital of the Company

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PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR “AGAINST” ONLY FOR RESOLUTION 1. THANK YOU.

Approve and ratify the Joint Bidding Agreement and the Supplemental Agreement [as specified], and the transactions contemplated there under and the implementation thereof; and authorize the Directors of the Company to sign, execute, perfect and deliver all such documents and do all such deeds, acts, matters, and things as they may in their absolute discretion consider necessary or desirable for the purpose of or in connection with the implementation of the Joint Bidding Agreement and the Supplemental Agreement, and all other transactions and other matters contemplated under or ancillary to the Joint Bidding Agreement and the Supplemental Agreement, to waive compliance from and/or agree to any amendment or supplement to any of the provisions of the Joint Bidding Agreement and the Supplemental Agreement, which in their opinion is not of a material nature and to effect or implement any other matters referred to in this resolution

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Receive and approve the report of the Board of Directors of the Company for the year 2008

Receive and approve the report of the Supervisory Committee of the Company for the year 2008

Receive and approve the audited financial statements of the Company and the Auditor’s report for the YE 31 DEC 2008

Approve the profit distribution and cash dividend distribution plan of the Company for the year 2008

Approve the remuneration of Directors and Supervisors of the Company

Re-appoint PricewaterhouseCoopers Zhong Tian Certified Public Accountants Company Limited, Certified Public Accountants, and PricewaterhouseCoopers, Certified Public Accountants, respectively, as the PRC Auditor and International Auditor of the Company for the year 2009 and authorize the Board of Directors to determine their remuneration

Elect Mr. Yang Chao as an Executive Director of the third session of Board

Elect Mr. Wan Feng as an Executive Director of the third session of Board

Elect Mr. Lin Dairen as an Executive Director of the third session of Board

Elect Ms. Liu Yingqi as an Executive Director of the third session of Board

Elect Mr. Miao Jianmin as an Non-executive Director of the third session of Board

Elect Mr. Shi Guoqing as an Non-executive Director of the third session of Board

Elect Ms. Zhuang Zuojin as an Non-executive Director of the third session of Board

Elect Mr. Sun Shuyi as an Independent Non-executive Director of the third session of Board

Elect Mr. Ma Yongwei as an Independent Non-executive Director of the third session of Board

Elect Mr. Sun Changji as an Independent Non-executive Director of the third session of Board

Elect Mr. Bruce Douglas Moore as an Independent Non-executive Director of the third session of Board

Elect Ms. Xia Zhihua as the non-employee representative Supervisor of the third session of Supervisory Committee

Elect Mr. Shi Xiangming as the non-employee representative Supervisor of the third session of Supervisory Committee

Elect Mr. Tian Hui as the non-employee representative Supervisor of the third session of Supervisory Committee

Approve the resolution on the renewal of liability insurance for the Directors and senior Management Officers

Receive to review the duty report of the Independent Directors for the year 2008

Receive the report on the status of connected transactions and execution of connected transaction management system of the Company for the year 2008

Amend the Articles 07, 23, 24, 42, 60, 68, 69, 71, 81, 86, 91, 92, 100, 125, 141, 145, 146, 149, 156, 203, 212, 211, 226, 229, 233, 237, 238, 240, 241, 242, 243, 249, 250 of the Articles of Association as specified; and authorize the Chairman of the Board of Directors and its attorney to make further amendments which in its opinion may be necessary, desirable and expedient in accordance with the applicable laws and regulations, and as may be required by China Insurance Regulatory Commission [“CIRC”] and other relevant authorities

Amend the procedural rules for the shareholders’ general meetings of the Company as specified and authorize the Chairman of the Board of Directors and its attorney to make further amendments which in his opinion may be necessary and desirable in accordance with the requirements of relevant regulatory authorities and the stock exchange at the place where the Company is listed from time to time during the process of the Company’s application for approval; the amended procedural rules for the shareholders’ general meetings as appendix to the Articles of Association shall come into effect following the relevant approvals from CIRC are obtained

Amend the procedural rules for the Board of Directors Meetings of the Company as specified

and authorize the Chairman of the Board of Directors and its attorney to make further amendments which in his opinion may be necessary and desirable in accordance with the requirements of relevant regulatory authorities and the stock exchange at the place where the Company is listed from time to time during the process of the Company’s application for approval; the amended procedural rules for the Board of Directors Meetings as appendix to the Articles of Association shall come into effect following the relevant approvals from CIRC are obtained

Amend the procedural rules for the Supervisory Committee Meetings of the Company as specified and authorize the chairperson of the Supervisory Committee and its attorney to make further amendments which in his opinion may be necessary and desirable in accordance with the requirements of relevant regulatory authorities and the stock exchange at the place where the Company is listed during the process of the Company’s application to the relevant authority for approval; the amended procedural rules for the Supervisory Committee Meetings as appendix to the Articles of Association shall come into effect following the relevant approvals from CIRC are obtained

Authorize the Board of Directors of the Company to determine if the Company shall allot, issue and deal with domestic shares and overseas listed foreign shares [“H Shares”] independently or concurrently, according to the market conditions and the needs of the Company, provided that the respective number of shares shall not exceed 20% of the domestic shares or H Shares of the Company in issue on the date of the passing of this special resolution; however, notwithstanding the granting of the general mandate to the Board of Directors, any issue of new domestic shares would require another shareholders’ approval at a shareholders’ meeting in accordance with the relevant PRC laws and regulations; [authority expires until the earlier of the conclusion of the next AGM of the Company; the expiration of the 12 month period of the passing of this resolution]

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Appoint Mr. Miao Jianmin as a Non-executive Director of the Company

Appoint Mr. Lin Dairen as an Executive Director of the Company

Appoint Ms. Liu Yingqi as an Executive Director of the Company

Amend the Articles 6, 15, 16, 35, 49, 54, 56, 57, 59, 62, 64, 66, 69, 72, 74, 75, 76, 77, 80, 86, 97, 98, 99, 89, 101, 102, 103, 104, 105, 106, 107, 109, 114, 115, 126, 127, 128, 129, 130, 131, 132, 134, 135, 136, 137, 138, 139, 140, 154, 121, 123, 162, 165, 166, 170, 178, 179, 199, 156, 158, 159, 167, 213, 192, 193, 200, 201, 202, the heading of Chapter 25 of the Original Articles notice shall be amended as notice, communication or other written documents, 204, 251, 258, 259 of Association of the Company as specified and authorize the Board of Directors to make further amendments which in its opinion may be necessary, desirable and expedient in accordance with the applicable Laws and regulations, and as may be required by CIRC and other relevant authorities; the amended Articles of Association as specified to in this special resolution shall come into effect the relevant approvals from CIRC are obtained

PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF CONSERVATIVE CUT-OFF DATE. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

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PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR ALL THE RESOLUTIONS.THANK YOU.

Receive the audited financial statements and the reports of the Directors and the Auditors of the Company and its subsidiaries for the YE 31 DEC 2008

Declare a final dividend for the YE 31 DEC 2008

Re-elect Mr. Wang Jianzhou as a Director

Re-elect Mr. Zhang Chunjiang as a Director

Re-elect Mr. Sha Yuejia as a Director

Re-elect Mr. Liu Aili as a Director

Re-elect Mr. Xu Long as a Director

Re-elect Mr. Moses Cheng Mo Chi as a Director

Re-elect Mr. Nicholas Jonathan Read as a Director

Re-appoint Messrs. KPMG as the Auditors and to authorize the Directors to fix their remuneration

Authorize the Directors during the relevant period of all the powers of the Company to purchase shares of HKD 0.10 each in the capital of the Company including any form of depositary receipt representing the right to receive such shares [Shares]; and the aggregate nominal amount of shares which may be purchased on The Stock Exchange of Hong Kong Limited or any other stock exchange on which securities

of the Company may be listed and which is recognized for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited shall not exceed or represent more than 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution, and the said approval shall be limited accordingly; [Authority expires earlier at the conclusion of the next AGM of the meeting or the expiration of period within which the next AGM of the Company is required by law to be held]

Authorize the Directors to exercise full powers of the Company to allot, issue and deal with additional shares in the Company [including the making and granting of offers, agreements and options which might require shares to be allotted, whether during the continuance of such mandate or thereafter] provided that, otherwise than pursuant to (i) a rights issue where shares are offered to shareholders on a fixed record date in proportion to their then holdings of shares; (ii) the exercise of options granted under any share option scheme adopted by the Company; (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend in accordance with the Articles of Association of the Company, the aggregate nominal amount of the shares allotted shall not exceed the aggregate of: (a) 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this resolution, plus (b) [if the Directors are so authorized by a separate ordinary resolution of the shareholders of the Company] the nominal amount of the share capital of the Company repurchased by the Company subsequent to the passing of this resolution [up to a maximum equivalent to 10% of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution]; [Authority expires earlier at the conclusion of the next AGM of the meeting or the expiration of period within which the next AGM of the Company is required by law to be held]

Authorize the Directors of the Company to exercise the powers of the Company referred to in the

resolution as specified in item 6 in the notice of this meeting in respect of the share capital of the Company as specified

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Approve and ratify the Acquisition Agreement dated 10 OCT 2008 [the Acquisition Agreement] made between the Company and Ningxia Gongying Investment Limited Company [Gongying] in relation to the Company’s proposed acquisition from Gongying of approximately 30.4% of equity interests in Ningxia Building Materials Group Company Limited [NBM], as specified ; the capital increase agreement dated 10 OCT 2008 [the Capital Increase Agreement] made between the Company, Gongying and China National Materials Group Corporation [the Parent] in relation to the proposed capital contribution of RMB 570,000,000 to NBM by the Company, as specified; and all transactions contemplated under or incidental to the Acquisition Agreement and the Capital Increase Agreement and all actions taken or to be taken by the Company pursuant to or in connection with the Acquisition Agreement and the Capital Increase Agreement; and authorize any one Director of the Company for and on behalf of the Company to, within 1 year from the date of this Resolution, do all such acts and things, to sign and execute all such other documents, deeds, instruments and agreements [the Ancillary Documents] and to take such steps as he may consider necessary, appropriate, desirable and expedient to give effect to or in connection with the Acquisition Agreement and the Capital Increase Agreement or any transactions contemplated thereunder and all other matters incidental thereto including to make applications to CSRC for the granting

of the Waiver [as specified] and all related matters thereto, and to agree to any amendments to any of the terms of the Acquisition Agreement and the Capital Increase Agreement and the Ancillary Documents which in the opinion of any one Director of the Company is in the interests of the Company

Approve and ratify, the guarantee to be provided by the Company in favour of China Development Bank in relation to a loan facility of up to a maximum amount of RMB 1,400,000,000 to be made available to Taishan Fibreglass Inc., a wholly-owned subsidiary of the Company, for a guaranteed amount of RMB 1,400,000,000 [the Guarantee], as specified and all transactions contemplated under or incidental to the Guarantee and all actions taken or to be taken by the Company pursuant to or in connection with the Guarantee; and authorize any one Director of the Company for and on behalf of the Company to do all such acts and things, to sign and execute all such other documents, deeds, instruments and agreements [the Guarantee Documents] and to take such steps as he may consider necessary, appropriate, desirable and expedient to give effect to or in connection with the Guarantee or any transactions contemplated thereunder and all other matters incidental thereto, and to agree to any amendments to any of the terms of the Guarantee Documents which in the opinion of any one Director of the Company is in the interests of the Company

PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF CONSERVATIVE RECORD DATE. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

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“PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR “AGAINST” ONLY FOR RESOLUTIONS 1, 2 AND 3. THANK YOU.”

Approve the Private Shares Placement and Assets Purchase Agreement dated 10 OCT 2008 entered in between Sinoma International Engineering Co, Limited, a subsidiary of the Company, and Tianjin Zhongtian Technology Development Co, Limited [the Equity Purchase Agreement] and the transactions contemplated thereunder

Approve the Compensation Agreement dated 10 OCT 2008 entered in between Sinoma International Engineering Co, Limited, a subsidiary of the Company, and Tianjin Zhongtian Technology Development Co, Limited [the Compensation Agreement] and the transactions contemplated thereunder

Authorize the Board of Directors of the Company to do all such acts and things, to sign and execute all such other documents, deeds and instruments, to make applications to the relevant regulatory authorities and to take such steps as they may consider necessary, appropriate, expedient and in the interest of the Company to give effect to and in connection with any transactions contemplated under the Equity Purchase Agreement and the Compensation Agreement

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PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR “AGAINST” FOR RESOLUTIONS

1 and 2. THANK YOU.

Approve: the appointment of Shinewing Certified Public Accountants as the PRC Auditors of the Company for the YE 31 DEC 2008, and to authorize the Audit Committee of the Board of Directors, comprising Messrs. Mr. Zhang Qiusheng, Mr. Zhang Lailiang and Mr. Liu Zhijiang, all being Directors of the Company, and to determine their remuneration

Approve: the appointment of Shinewing [HK] CPA Limited as the International Auditors of the Company in substitution of PricewaterhouseCoopers for the YE 31 DEC 2008, and to authorize the Audit Committee of the Board of Directors, comprising Messrs. Mr. Zhang Qiusheng, Mr. Zhang Lailiang and Mr. Liu Zhijiang, all being Directors of the Company, and to determine their remuneration

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PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ ONLY FOR RESOLUTION 1. THANK YOU.

Approve that, the issue of Domestic Corporate Bonds in the PRC [subject to the approval of the CSRC and the conditions of the bonds market in the PRC]: as specified; authorize the Board, to deal with matters relating to the issue of the Domestic Corporate Bonds the Board; to deal with all matters in connection with the issue of the Domestic Corporate Bonds in the PRC, including but not limited to the following: [i] so far as permitted by laws and regulations, implement specific plan for the issue of the

Domestic Corporate Bonds and make amendments and adjustments to the terms of the issue according to market conditions and the conditions of the Company, including but not limited to the timing of issue, issue size, issue price, maturity, whether to issue in tranches and their respective size and maturity, coupon rate and method of determination, conditions for redemption or repurchase, credit rating arrangements, guarantees, other terms of the bonds and all other matters relating to the issue of the Domestic Corporate Bonds; [ii] take all necessary and ancillary actions relating to the issue of the Domestic Corporate Bonds, including but not limited to appointing intermediaries for the proposed issue of the Domestic Corporate Bonds, making underwriting arrangements and applying to the relevant PRC regulatory authorities the issue of the Domestic Corporate Bonds, obtaining approval from the relevant PRC regulatory authorities, appointing a trustee for the proposed issue of the Domestic Corporate Bonds, executing trust and custodian agreements and stipulating rules for bondholders meeting and arranging for other issues and liquidity matters; [iii] take all necessary actions to determine and make arrangements for all matters relating to the proposed issue and listing of the Domestic Corporate Bonds, including negotiating, approving, authorizing, executing, amending and completing relevant legal documents, agreements, contracts relating to the issue and listing of the Domestic Corporate Bonds and make appropriate disclosure, and insofar as the Board shall have taken any actions for the foregoing matters, to approve, confirm and ratify the same; [iv] should the polices of the PRC regulatory authorities in relation to the issue of the Domestic Corporate Bonds change or the market conditions change, save for those matters requiring resolutions by the Shareholders in general meetings as stipulated by the relevant laws, regulations and the Articles of Association, to amend the specific plan for the issue of the Domestic Corporate Bonds based on the feedback [if any] from the relevant PRC regulatory authorities or to exercise discretion to delay or suspend the issue of the Domestic Corporate Bonds; [v] deal with any matters relating to the issue and listing of the Domestic Corporate Bonds