Design Capital Limited — Proxy Solicitation & Information Statement 2005

May 11, 2005

SWANK INTERNATIONAL MANUFACTURING COMPANY LIMITED 囱光行實業有限公司

(Incorporated in Hong Kong with limited liability)

PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON MONDAY, 30TH MAY 2005 (OR ANY ADJOURNMENT THEREOF)

I/We[(1)] of

being the registered holder(s) of[(2)] shares of HK$0.01 each in the capital of the Company HEREBY APPOINT[(3)] of

or failing him, the Chairman of the meeting as my/our proxy for the extraordinary general meeting (or at any adjournment thereof) to be held at Unit 903-906, 9th Floor, Tower 1, Harbour Centre, 1 Hok Cheung Street, Hunghom, Kowloon, Hong Kong on Monday, 30th May 2005 at 12:30 p.m. and at the said meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

Resolution No	Resolution No	Brief description of Resolution	Brief description of Resolution	For(4)	Against(4)
		Ordinary Resolutions
1.		To approve the Loan Restructuring Agreement, including the issue of Promissory Note and the execution of the Guarantee and to authorise the directors of the Company to do all such acts and things and to sign and execute all such other or further documents and to take all such steps which in the opinion of the directors may be necessary, appropriate, desirable or expedient.
2.		To approve the Shareholders Agreement and to authorise the directors of the Company to do all such acts and things and to sign and execute all such other or further documents and to take all such steps which in the opinion of the directors maybe necessary,appropriate,desirable or expedient.
3.		To approve the First Consent granted by the Executive Director of the Corporate Finance Division of the Securities and Futures Commission in relation to the Loan RestructuringAgreement.
4.		To approve the Second Consent granted by the Executive Director of the Corporate Finance Division of the Securities and Futures Commission in relation to the Shareholders Agreement.
5.		To approve the Agency Agreement and the cap amounts and to authorise the directors of the Company to do all such acts and things and to sign and execute all such other or further documents and to take all such steps which in the opinion of the directors may be necessary, appropriate, desirable or expedient.
Date:	2005 Signature(7):

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 this proxy relates. If no number is inserted, this 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 in the space provided. If no name is inserted, the Chairman of the meeting will act as your proxy. Any alteration made to this proxy form must be initialled by the person who signs it.

4. Important: If you wish to vote for the Resolution, tick in the relevant box marked “FOR”. If you wish to vote against the Resolution, tick in the relevant box marked “AGAINST” . Failure to tick either box will entitle your proxy to cast your vote at his/her discretion. 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. You are required to lodge this proxy form together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, at the Company’s registered office at 27th Floor, Henley Building, 5 Queen’s Road Central, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding of the meeting (or adjourned meeting as the case may be).

6. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose, seniority will be determined by the order in which the names stand in the register.

7. The proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be under its common seal or under the hand of an officer or attorney or other person duly authorised.

8. A proxy need not be a member of the Company but must attend the meeting in person to represent you.