Guotai Haitong Securities Co., Ltd. — Proxy Solicitation & Information Statement 2006

May 3, 2006

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(Stock Code: 1168)

Proxy form for use at the annual general meeting to be held at the Board Room, 28th Floor, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong on Monday, 29th May, 2006 at 12:00 noon or at any adjournment thereof

I/We[1] of being the registered holder(s) of[2] shares of HK$0.10 each in the capital of Sinolink Worldwide Holdings Limited (“the Company”) HEREBY APPOINT[3] of or failing him, the

of

shares of HK$0.10 each in the capital of Sinolink

CHAIRMAN OF THE MEETING as my/our proxy to attend and vote for me/us at the annual general meeting of the Company to be held at the Board Room, 28th Floor, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong on Monday, the 29th day of May, 2006 at 12:00 noon (or at any adjournment thereof) as indicated below[4] .

		For4	Against4
1.	To receive and consider the audited financial statements and the reports of the directors of theCompany and report of auditors for the year ended 31st December, 2005.
2.	To declare final dividend for the year ended 31 December 2005.
3.	(i)To re-elect Mr. Chen Wei as a director of the Company.
	(ii)To re-elect Mr. Law Sze Lai as a director of the Company.
	(iii)To re-elect Mr. Tian Jin as a director of the Company.
	(iv)to re-elect Mr. Xin Luo Lin as a director of the Company;
	(v)To authorise the board of directors to fix the remuneration of directors.
4.	To re-appoint Deloitte Touche Tohmatsu as auditors and to authorise the board of directors to fix theremuneration of the auditors.
	ORDINARY RESOLUTIONS
5.	(i)To grant a general mandate to the directors to repurchase shares of the Company. (OrdinaryResolution no. 5(A) of the notice of annual general meeting.)
	(ii)To grant a general mandate to the directors to issue shares of the Company. (Ordinary Resolutionno. 5(B) of the notice of annual general meeting.)
	(iii)To extend the general mandate to issue shares granted to the directors to cover shares repurchasedby the Company. (Ordinary Resolution no. 5(C) of the notice of annual general meeting.)
	(iv)To approve the refreshment of mandate limit to the existing share option scheme. (OrdinaryResolution no. 5(D) of the notice of annual general meeting.)
	SPECIAL RESOLUTIONS
	(v)To approve the amendment of bye-laws of the Company. (Special Resolution no. 5(E) of thenotice of annual general meeting.)

Dated day of , 2006. Shareholder’s signature[5] :

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). 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).

2. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY . The proxy need not be a member of the Company, but must attend the meeting in person to represent you.

3. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PLACE A “ ” IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PLACE A “ ” IN THE RELEVANT BOX MARKED “AGAINST” . Failure to complete the boxes will entitle your proxy to cast his 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 those referred to in the notice convening the meeting.

4. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, either under seal or under the hand of an officer or attorney or other person authorised to sign the same.

5. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, 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 meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

6. 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 notarially certified copy of such power or authority, must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting. Completion and return of the form of proxy will not preclude you from attending the meeting and voting in person.

7. Any alteration made to this form of proxy must be initialed by the person who signs it.

8. Completion and deposit the form of proxy will not preclude you from attending and voting at the meeting if you so wish.

• For identification purpose only