Guotai Haitong Securities Co., Ltd. — Proxy Solicitation & Information Statement 2011

Apr 20, 2011

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(Incorporated in Bermuda with limited liability)

(Stock Code: 1168)

Proxy form for use at the annual general meeting to be held at the Board Room, 28th Floor, Infinitus Plaza, 199 Des Voeux Road Central, Hong Kong on Friday, 27 May 2011 at 11:45 a.m. 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 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, Infinitus Plaza, 199 Des Voeux Road Central, Hong Kong on Friday, 27 May 2011 at 11:45 a.m. (or at any adjournment thereof) (the “ Meeting ”) as indicated below[4] .

		As ordinary resolutions10	For4	Against4
1.	To recei directors 2010.	ve and consider the audited consolidated financial statements and the reports of the of the Company and report of independent auditor for the year ended 31 December
2.	(a)(i)	To re-elect Mr. Li Ningjun as a director of the Company.
	(a)(ii)	To re-elect Mr. Tang Yui Man Francis as a director of the Company.
	(a)(iii)	To re-elect Mr. Xiang Ya Bo as a director of the Company.
	(b)	To authorise the board of directors to fix the remuneration of directors of the Company.
3.	To re-ele authorise	ct Mr. Xin Luo Lin as an independent non-executive director of the Company and to the board of directors of the Company to fix his remuneration.
4.	To re-appoint auditors of the Company and to authorise the board of directors to fix the remuneration of the auditors of the Company.
5.	(A)	To grant a general mandate to the directors to repurchase shares of the Company. (Ordinary Resolution No. 5(A) of the notice of the Meeting.)
	(B)	To grant a general mandate to the directors to issue shares of the Company. (Ordinary Resolution No. 5(B) of the notice of the Meeting.)
	(C)	To extend the general mandate to issue shares granted to the directors of the Company to cover shares repurchased by the Company. (Ordinary Resolution No. 5(C) of the notice of the Meeting.)

Dated

day of 2011

Shareholder’s signature[5] :

Note:

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).

3. 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.

4. 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.

5. 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.

6. 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.

7. 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 17M 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 the adjournment thereof. Completion and return of the form of proxy will not preclude you from attending the Meeting and voting in person.

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

9. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him.

10. The description of the ordinary resolutions herein is by way of summary only. The full text of the ordinary resolutions appears in the notice of the Meeting.

11. For identification purposes only