Goldstream Investment Limited — Proxy Solicitation & Information Statement 2011

Mar 23, 2011

**IMAGI INTERNATIONAL HOLDINGS LIMITED 意馬國際控股有限公司 ***

(incorporated in Bermuda with limited liability)

(Stock Code: 585)

FORM OF PROXY SPECIAL GENERAL MEETING TO BE HELD ON 12 April 2011 OR ANY ADJOURNMENT THEREOF

I/We (Note 1)

of

being the registered holder(s) of (Note 2)

shares of HK$0.001 each in the share capital of Imagi

International Holdings Limited (the “ Company ”) HEREBY APPOINT (Note 3) the chairman of the meeting or

of

as my/our proxy to attend for me/us and on my/our behalf at the special general meeting (the “Meeting”) of the Company to be held at The Atrium, Island Shangri-La, Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong, on Tuesday, 12 April 2011 at 3:30 p.m. (and at any adjournment thereof) and to vote for me/us and on my/our behalf in respect of such resolutions as indicated below, or if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR (Note 4)	AGAINST (Note 4)
1.	To approve the Sale and Purchase Agreement (as defined in the circular dated 23 March 2011 issued by the Company (theCircular)) and the transactions contemplated thereunder, in terms as set out as ordinary resolution number 1 in the Company’s notice convening the Meeting (theNotice)
2.	To approve the Subscription Agreement (as defined in the Circular) and the transactions contemplated thereunder, in terms as set out as ordinary resolution number 2 in the Notice
3.	To approve the IDG Option Agreement (as defined in the Circular) and the transactions contemplated thereunder, in terms as set out as ordinary resolution number 3 in the Notice

Dated this day of 2011 Signature(s): (Note 5)

Notes:

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

2. Please insert the number of the Company’s shares registered in your name(s) and to which this form of proxy relates. 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).

3. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his stead. If any proxy other than the chairman of the meeting is preferred, strike out the words “the chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. ANY ALTERNATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK IN THE 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 amendment of a resolution put to 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 either be executed under seal or under the hand of an officer or attorney duly authorised in writing.

6. In the case of joint holders, any one of such joint holders may attend and vote at the Meeting either personally or by proxy, but if more than one of such joint holders are present at the Meeting personally or by proxy, that one of the said persons whose name stands first on the register of members of the Company in respect of the relevant share(s) shall alone be entitled to vote in respect thereof.

7. 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 lodged with the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for the holding of the Meeting or the adjourned meeting (as the case may be).

8. The proxy needs not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and delivery of the form of proxy will not preclude you from attending and voting in present at the Meeting or any adjourned meeting if you so wish, but this form of proxy will in which case be deemed to be revoked.

* for identification purpose only