China In-Tech Limited — Proxy Solicitation & Information Statement 2006

Jul 27, 2006

(Incorporated in the Cayman Islands with limited liability)

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(Stock Code: 464) (Warrant Code: 452)

PROXY FORM

Form of proxy for the Annual General Meeting of Kenford Group Holdings Limited (the “Company”) to be held at Plaza V, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on 8 September 2006 at 10:30 a.m. (the “AGM”)

I/We [1] of being the registered holder(s) of [2] shares of HK$0.001 each in the issued share capital of the Company, hereby appoint [3] of

or[4] the Chairman of the AGM, 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.

	ResolutionsFor 5	ResolutionsFor 5	ResolutionsFor 5	ResolutionsFor 5
1.	To receive and adopt the audited consolidated financial statements and the reports ofthe directors and auditors for the year ended 31 March 2006.
2.	To declare a final dividend.
3.	(a)To re-elect Mr Chan Kwok Tung, Donny as a director.
	(b)To re-elect Mr Chiu Fan Wa as a director.
	(c)To authorize the board of directors of the Company to fix the remuneration ofthe directors of the Company (the “Directors”).
4.	To re-appoint BDO McCabe Lo Limited as auditors of the Company for the ensuingyearandtoauthorizetheboardofdirectorsoftheCompanytofixtheirremuneration.
5.(A)	To grant a general mandate to the Directors to allot, issue and deal with additionalshares of the Company not exceeding 20% of the aggregate nominal amount of theissued share capital of the Company.(Ordinary Resolution No. 5(A) of the notice of the AGM)
5.(B)	To grant a general mandate to the Directors to repurchase shares and warrants of theCompany not exceeding 10% of the aggregate nominal amount of the issued sharecapital of the Company and the amount of warrants in issue respectively.(Ordinary Resolution No. 5(B) of the notice of the AGM)
5.(C)	To extend the general mandate granted to the Directors to allot, issue and deal withadditional shares in the capital of the Company by the aggregate nominal amount ofshares repurchased by the Company.(Ordinary Resolution No. 5(C) of the notice of the AGM)
6.	To amend the Article 68 and Article 86(5) of the articles of association of theCompany.(Special Resolution No. 6 of the notice of the AGM)
Dated	this	day of	, 2006.Signature(s)6

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares of HK$0.001 each in the issued share capital of the Company 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).

3. A member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and, on poll, vote on his behalf. A proxy need not be a member of the Company, but must attend the AGM in person to represent you.

4. If any proxy other than the Chairman of the AGM is preferred, strike out the words “the Chairman of the AGM” and insert the name and address of the proxy desired in the space provided. 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 INITIATED BY THE PERSON WHO SIGNS IT.

5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, PLEASE TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, PLEASE TICK THE APPROPRIATE BOXES MARKED “AGAINST”. Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other those referred to in the notice convening the AGM.

6. 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.

7. 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 AGM or any adjourned meeting.

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

9. 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).