Goldstone Capital Group Limited — Proxy Solicitation & Information Statement 2009

Jun 5, 2009

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PROXY FORM

Form of proxy for use by shareholders at the annual general meeting to be held at 2:30 p.m. on Thursday, 9 July 2009 at Unit B, 22nd Floor, Entertainment Building, 30 Queen’s Road Central, Hong Kong (or any adjournment thereof)

I/We (note a)

of

being the registered holder(s) of (note b) shares (the “ Shares ”) of HK$0.10 each in the capital of Grand Investment International Ltd. (the “ Company ”) hereby appoint the Chairman of the annual general meeting of the Company (the “ Meeting ”) or

of

to act as my/our proxy (note c) to attend for me/us at the Meeting to be held at 2:30 p.m. on Thursday, 9 July 2009 at Unit B, 22nd Floor, Entertainment Building, 30 Queen’s Road Central, Hong Kong (or any adjournment thereof) for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the Meeting and at the Meeting (or any adjournment thereof) to vote on my/our behalf and in my/our name(s) in respect of the said resolutions as indicated below or, if no indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR (note d)	AGAINST (note d)
1.	To receive and approve the audited financial statements of the Companyand the reports of the directors (“Directors”) and the auditors of theCompanyfor theyear ended 31 March 2009
2.	(a)To re-elect Dr HuangZhijian as an executive Director
	(b)To re-elect Dr Zhang Hongru as an independent non- executiveDirector
	(c)To re-elect Dr Zhou Yunxia as an independent non-executiveDirector
	(d)To authorise the board of Directors to fix the remunerationof the Directors
3.	To re-appoint East Asia Sentinel Limited as the auditors of the Companyand authorise the board of Directors to fix their remuneration
4.	To grant a general mandate to the Directors to allot, issue and dealwith the unissued shares of HK$0.10 each in the share capital of theCompany, the aggregate nominal amount of which shall not exceed20% of the aggregate nominal amount of the issued share capital ofthe Companyas at the date ofpassingof this resolution
5.	To grant a general mandate to the Directors to purchase the Company’sshares up to 10% of the issued share capital of the Company as atthe date ofpassingof this resolution
6.	To add the nominal amount of the shares in the Company purchasedby the Company to the general mandate granted to the Directorsunder resolution no. 4 above
Date thisShareholder’s signature x		day o	f2009.x_(notes e, f, g, h and i)_

Notes:

• a. Full name(s) and address(es) to be inserted in BLOCK CAPITAL LETTERS . The names of all joint registered holders should be stated.

• b. Please insert the number of Shares (“ Shares ”) registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares in the capital of the Company registered in your name(s).

• c. A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the annual general meeting of the Company (the “ Meeting ”) or” and insert the name and address of the person appointed in the space provided.

• d. If you wish to vote for any of the resolutions set out above, please tick (“3“) the boxes marked “For”. If you wish to vote against any resolutions, please tick (“3“) the boxes marked “Against”. If the form of proxy returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

• e. Where there are joint registered holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect such Share shall alone be entitled to vote in respect thereof.

• f. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

• g. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the offices of the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited (“ Branch Share Registrar ”), at Rooms 1802-1806, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time fixed for holding the Meeting or any adjournment thereof.

• h. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.

• i. Any alteration made to this form of proxy should be initialled by the person who signs the form.

• j. The above resolutions will be put to vote at the Meeting by way of poll.

* For identification purposes only