Deewin Tianxia Co., Ltd — Proxy Solicitation & Information Statement 2006

Aug 25, 2006

NEW CAPITAL INTERNATIONAL INVESTMENT LIMITED 新資本國際投資有限公司[*]

(incorporated in Cayman Islands with limited liability)

(Stock Code: 1062)

Form of Proxy for Extraordinary General Meeting

I/We (Note 1)

of

being a member of NEW CAPITAL INTERNATIONAL

INVESTMENT LIMITED (the “ Company ”) hereby appoint (Notes 2 & 3)

of or failing him/her,

of

as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held at Jasmine Room, 27th Floor, The Park Lane Hotel, 31 Gloucester Road, Hong Kong on Monday, 18th day of September 2006 at 3:00 p.m. and at any adjournment thereof. The proxy will vote on the proposed resolutions in respect of the undermentioned matters as indicated below:

			FOR	AGAINST
			(Note 4)	(Note 4)
1.	To consider the appointment of Messrs Deloitte Touche Tohmatsu as
	the auditors of the Company to fill the vacancy left by the resignation
	of Messrs KPMG, and to hold office with immediate effect until the
	conclusion of the next annual general meeting of the Company and
	to authorise the Directors to fix their remuneration.
2.	To approve the amendments to the articles of association.
Number of shares held: shares Members’		Signature(s):

Proxy’s specimen signature: Dated this day of 2006.

Notes:

1. Full name(s) and address(es) of the member(s) completing this form to be inserted in block capitals in the space provided.

2. A member is entitled to appoint a proxy of his/her own choice. A proxy need not be a member of the Company.

3. Insert in block capitals the name(s) and address(es) of the proxy desired in the space provided. Any alteration to this form of proxy must be initialled by the member(s) who sign(s) it. A corporation may execute a form of proxy under the hand of a duly authorised officer.

4. Important: if you wish your proxy to vote for a particular resolution, place a “ ” in the appropriate box under “For”. If you wish your proxy to vote against a particular resolution, place a “ ” in the appropriate box under “Against”. If this proxy form is returned to the Company without properly indicating how the proxy shall vote on any particular matter, the proxy shall be entitled to exercise his/her discretion as to whether he/she votes in respect of the relevant matter and if so how. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. To be valid, this form of proxy must be completed and deposited at the Company’s Branch Share Registrar, Standard Registrars Limited, Level 25, Three Pacific Place, 1 Queen’s Road East, Hong Kong together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, not less than 48 hours before the time appointed for holding the Meeting.

* For identification purposes only