DT Capital Limited — Proxy Solicitation & Information Statement 2004

Jul 30, 2004

國中控股有限公司

INTERCHINA HOLDINGS COMPANY LIMITED

(Incorporated in Hong Kong with limited liability)

Form of proxy for use at the Annual General Meeting (and at any adjournment thereof)

I/We¹

of

being

the registered holder(s) of ² shares of HK$0.10 each in the capital of Interchina Holdings Company Limited (the "Company"), HEREBY APPOINT

of

failing him/her, the Chairman of the meeting³, as my/our proxy to act for me/us at the Annual General Meeting (and at any adjournment thereof) of the Company, to be held at Taishan Room, Level 5, Island Shangri-la Hotel, Pacific Place, Supreme Court Road, Hong Kong on Tuesday, 28 September 2004 at 10:00 a.m. and in particular (but without limitation) at such meeting (or any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolution set out in the notice concerning the annual general meeting as indicated below, or, if no such indication is given, as my/our proxy thinks fit.

	Resolutions	For⁴	Against⁴
1.	To receive and consider the audited financial statements and the reports of the directors and auditors for the year ended 31 March 2004
2.	(a) To re-elect Mr. Zhang Yang as executive Director
	(b) To re-elect Mr. Chan Wing Yuen, Hubert as executive Director
	(c) To re-elect Mr. Lam Cheung Shing, Richard as executive Director
	(d) To re-elect Mr. Hui Ho Ming, Herbert as non-executive Director
	(e) To re-elect Mr. Lee Peng Fei, Allen as independent non-executive Director
	(f) To re-elect Mr. Wu Wai Chung, Michael as independent non-executive Director
	(g) To re-elect Mr. Wong Hon Sum as independent non-executive Director
	(h) To re-elect Ms. Ha Ping as independent non-executive Director
	(i) To authorize the Board of Directors to fix their remuneration
3.	(a) To re-appoint Deloitte Touche Tohmatsu as auditors
	(b) To authorize the Board of Directors to fix their remuneration
4.	(a) To pass the Special Resolution No. 4(1) set out in the notice of Annual General Meeting
	(b) To pass the Ordinary Resolution No. 4(2) set out in the notice of Annual General Meeting
	(c) To pass the Ordinary Resolution No. 4(3) set out in the notice of Annual General Meeting
	(d) To pass the Ordinary Resolution No. 4(4) set out in the notice of Annual General Meeting

Signature(s)⁵

Date

2004

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 the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all those shares in the Company registered in your name(s).
3. If any proxy other than the Chairman of the Meeting is preferred, strike out the words "the Chairman of the meeting" and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK IN THE BOX MARKED "FOR" THE RELEVANT RESOLUTION. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK IN THE BOX MARKED "AGAINST" THE RELEVANT RESOLUTION. Failure to tick either box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than that referred to in the notice convening the meeting.
5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney or other person duly authorised.
6. In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be delivered to the office of the share registrars of the Company in Hong Kong, Tengis Limited, at Ground Floor, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting.
7. 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 holders, and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding.
8. The proxy need not be a member of the Company but must attend the meeting in person to represent you.
9. Completion and deposit of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.