China In-Tech Limited — Proxy Solicitation & Information Statement 2005

Jul 29, 2005

==> picture [290 x 40] intentionally omitted <==

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 464)

PROXY FORM

Form of proxy for the Annual General Meeting to be held at Plaza V, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on 16 September 2005 at 10:30 a.m.

I/We [1]

of

being the registered holder(s) of [2]

shares of HK$0.001 each in the issued share capital

of Kenford Group Holdings Limited (“ Company ”), hereby appoint [3] of

or the Chairman of the Annual General Meeting (“ Meeting ”), as my/our proxy to attend and act on my/our behalf at the Meeting (and at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the resolutions set out in the notice of the Meeting (with or without amendments) as hereunder indicated.

	Ordinary Resolutions	For4		Against4
1.	To receive and adopt the Audited Consolidated Accounts and the Reports of theDirectors and Auditors for the year ended 31 March 2005.
2.	(a)To re-elect Mr. Lam Wai Ming as a director.
	(b)To re-elect Mr. Tam Chi Sang as a director.
	(c)To authorize the board of directors of the Company (“Directors”) to fix theremuneration of the directors.
3.	To re-appoint Messrs. BDO McCabe Lo & Company as auditors of the Company forthe ensuing year and to authorize the Directors to fix their remuneration.
4.	To grant a general mandate to the Directors to allot, issue and deal with additionalshares of an aggregate nominal amount not exceeding 20% of the aggregate nominalamount of the issued share capital of the Company.
5.	To grant a general mandate to the Directors to repurchase shares and warrants of theCompany not exceeding 10% of the issued share capital of the Company and theamount of warrants in issue respectively.
6.	To extend the general mandate granted to the Directors to allot, issue and deal withadditional shares repurchased by the Company.

• Dated this day of , 2005. Signature(s) [5] : Notes: 1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . 2. Please insert the number of shares in the Company of HK$0.001 each registered in your name(s) and to which this form of proxy relates. 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).

1. Full name and address of proxy to be inserted in BLOCK CAPITALS. IF NOT COMPLETED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. A proxy need not be a member of the Company, but must attend the Meeting in person to represent you.

2. Please tick in the boxes provided how you wish the proxy to vote on your behalf. If this form returned is duly signed but without a specific indication as to how your proxy should vote, the proxy will vote or abstain at his discretion. The 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.

3. This form of proxy must be signed by the appointor or his attorney duly authorized in writing, or, if the appointor is a corporation, the form of proxy must be executed under its common seal or under the hand of an officer of the corporation or attorney duly authorized in that behalf.

4. To be valid, this form of proxy and 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 Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the Meeting or any adjourned meeting.

5. Completion and return of this form of proxy will not preclude the appointor from attending and voting at the Meeting or any adjournment thereof. In that event this form of proxy will be deemed to be revoked.

6. In the case of joint holders of a share, the vote of the person, whether attending in person or by proxy, whose name stands first on the Register of Members of the Company in respect of such share shall be accepted to the exclusion of the vote(s) of the other joint holder(s).

7. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIATED BY THE PERSON WHO SIGNS IT.