Capital VC Limited — Proxy Solicitation & Information Statement 2006

Sep 1, 2006

==> picture [82 x 34] intentionally omitted <==

SINO KATALYTICS INVESTMENT CORPORATION

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2324)

FORM OF PROXY

Form of proxy for use at the Extraordinary General Meeting (“Meeting”) to be held at Suites 403-404, 4/F., Prince’s Building, 10 Chater Road, Central, Hong Kong on Monday, 25 September 2006 at 5:00 p.m. or at any adjournment thereof.

I/We[(Note][1)]

of

being the registered holder(s) of (Note 2) shares of HK$0.01 each in the capital of Sino Katalytics

Investment Corporation (the “Company”) HEREBY APPOINT[(Note][3)]

of

or failing him/her,

the Chairman of the meeting, to act for me/us at the Extraordinary General Meeting (or at any adjournment thereof) of the Company to be held at Suites 403-404, 4/F., Prince’s Building, 10 Chater Road, Central, Hong Kong on Monday, 25 September 2006 at 5:00 p.m. for the purpose of considering and, if thought fit, passing the resolution as set out in the notice convening the said meeting and at such meeting (or at any adjournment thereof) to vote for me/us and on my/our behalf in respect of the resolution as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit[(Note][4)] .

	RESOLUTIONS	RESOLUTIONS	RESOLUTIONS	RESOLUTIONS
	1. To appoint ShineWing (HK) CPA Limited as auditors of the Company to fill the vacancy following the resignation of BDO McCabe Lo Limited and to authorize the board of directors of the Company to fix their remuneration.
	2. To approve the amendment to the Company’s articles of association.
	Date this Notes:	day of	2006 Signature(Note 5)

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. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. 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 RESOLUTION, PUT A TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PUT A TICK IN THE BOX MARKED “AGAINST”. Failure to do so 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 authorized 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 authorized in that behalf.

6. 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 shares as if he was solely entitled thereto. However, if more than one of such joint holders be 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 in respect of such shares shall alone be entitled to vote in respect thereof.

7. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s Hong Kong branch registrars, Tengis Limited, 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof.

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 meeting if you so wish. In the event that you attend the meeting after having lodged this form of proxy, it will be deemed to have been revoked.