Design Capital Limited — Proxy Solicitation & Information Statement 2009

Apr 29, 2009

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Yun Sky Chemical (International) Holdings Limited 南嶺化工（國際）控股有限公司

(incorporated in Hong Kong with limited liability)

(Stock code: 00663)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON FRIDAY, 5 JUNE 2009 AND 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 Yun Sky Chemical (International) Holdings Limited (the “Company”) HEREBY APPOINT[(3)] of

or failing him, the Chairman of the meeting as my/our proxy for the annual general meeting of the Company (or at any adjournment thereof) (the “AGM”) to be held at Room 1211, 12th Floor, New World Tower 1, No. 18 Queen’s Road Central, Hong Kong on Friday, 5 June 2009 at 4:00 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.

	1.	To receive, consider and adopt the audited financial statements, the directors’ report and the auditors’ report for the year ended 31 December 2008.
	2.	(A) To re-elect Ms. Liu Yee Nee as an executive director;
		(B) To re-elect Ms. Louie Mei Po as an executive director;
		(C) To re-elect Mr. Li Wei as an executive director;
		(D) To re-elect Ms. Zhou Jing as an executive director;
		(E) To re-elect Mr. Ng Wai Hung as an independent non-executive director;
		(F) To re-elect Mr. Wu Wang Li as an independent non-executive director;
		(G) To re-elect Mr. Jacobsen William Keith as an independent non-executive director; and
		(H) To authorize the board of directors to fix the remuneration of the Directors.
	3.	To re-appoint Messrs. CCIF CPA Limited as auditors and to authorise the board of Directors to fix their remuneration.
	4.	(A) To grant a general mandate to the Directors to issue, allot and deal with new shares of the Company.
		(B) To grant a general mandate to the Directors to repurchase shares of the Company.
		(C) To extend the general mandate to the Directors to allot, issue and deal with the shares of the Company by the amount of shares repurchased.
	5.	To refresh the General Scheme Limit under the Share Option Scheme.
		SPECIAL RESOLUTION
	6.	To approve the amendments to the article of association of the Company as set out notice of the AGM.
	Date:	2009 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 alternation 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 share registrar, Tricor Secretaries Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, 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.

9. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you wish.