DT Capital Limited — Proxy Solicitation & Information Statement 2012

Sep 28, 2012

E

INTERCHINA HOLDINGS COMPANY LIMITED

國中控股有限公司

(incorporated in Hong Kong with limited liability)

(Stock Code: 202)

Form of proxy for use at the EGM (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 ___________ or failing him/her, the Chairman of the meeting³, as my/our proxy to act for me/us at the extraordinary general meeting of the Company (the “EGM”) (and at any adjournment thereof), to be held at Room 701, Aon China Building, 29 Queen’s Road Central, Hong Kong, on Friday, 19 October 2012 at 10:00 a.m. and in particular (but without limitation) at the EGM (or any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions set out in the notice convening the EGM as indicated below, or, if no such indication is given, as my/our proxy thinks fit.

Ordinary Resolutions		For⁴	Against⁴
(1)	To approve resolution numbered 1 as set out in the notice of the EGM.
(2)	To approve resolution numbered 2 as set out in the notice of the EGM.

Signature(s)⁵ ________ Date ________ 2012

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares of the Company (the “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 registered in your name(s).
3. If any proxy other than the Chairman of the meeting is preferred, strike out the words “or failing him/her, 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” OF THE RELEVANT RESOLUTION. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK IN THE BOX MARKED “AGAINST” OF 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 EGM (or any adjournment thereof) other than that referred to in the notice convening the EGM.
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 registrar of the Company, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM (or any adjournment thereof).
7. Where there are joint registered holders of any Share, any one such persons may vote at the EGM (or any adjournment thereof), either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at the EGM (or any adjournment thereof) personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.
8. The proxy need not be a member of the Company but must attend the EGM (or any adjournment thereof) in person to represent you.
9. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM (or any adjournment thereof) should you so wish.