AUTO ITALIA HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2012

Nov 8, 2012

AUTO ITALIA HOLDINGS LIMITED 意達利控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 720)

Form of proxy for use at the Special General Meeting to be held on Monday, November 26, 2012 at 4:30 p.m. or any adjournment thereof

I/We[1] of

being holder(s) of[2] shares of HK$0.02 each in the share capital of AUTO ITALIA HOLDINGS LIMITED (the “Company”), HEREBY APPOINT the Chairman of the meeting[3] or of

as my/our proxy to act for me/us at the Special General Meeting of the Company, to be held at 30/F, China United Centre, 28 Marble Road, North Point, Hong Kong on Monday, November 26, 2012 at 4:30 p.m. or any adjournment thereof, to vote for me/us and in my/our name(s) in respect of the resolution set out in the notice convening the said meeting as indicated below, or, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTION	FOR4	AGAINST4
To approve, confirm and ratified the Placing Agreement (as defined in the Circular) and the transactions contemplated thereunder and approve the issue of the Convertible Notes and the Bonds (as defined in the Circular) and the issue and allotment of the Conversion Shares (as defined in the Circular) upon exercise of the conversion rights attaching to the Convertible Notes, and to authorise the directors of the Company to do all such acts and things and execute all such documents as they consider necessary, desirable or expedient to implement and/or give effect to the Placing Agreement.

Dated the day of 2012. Signature(s)[5]

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

3. If any proxy other than the Chairman of the meeting is preferred, strike out the words “the Chairman of the meeting” 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(S) WHO SIGN(S) IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK IN THE BOX MARKED “FOR” THE RELEVANT RESOLUTION. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK IN THE BOX MARKED “AGAINST” THE RELEVANT RESOLUTION. Failure to tick either box will entitle your proxy to cast your 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 that 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 under its common seal or under the hand of an officer or attorney duly authorised.

6. In order to be valid, this form of proxy duly completed and signed in accordance with the instructions printed hereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the Company’s share registrar and transfer office in Hong Kong, Tricor Standard Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof (as the case may be).

7. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders are present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

8. A shareholder of the Company entitled to attend and vote at the meeting may appoint another person as his proxy and vote in his stead. The proxy need not be a shareholder of the Company but must attend the meeting in person to represent you. A shareholder who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion.

9. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or at any adjourned meeting or upon the poll concerned if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

10. for identification purposes only