Guotai Haitong Securities Co., Ltd. — Proxy Solicitation & Information Statement 2012

Apr 16, 2012

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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 Thursday, 17 May 2012 at 11:45 a.m. or at any adjournment thereof

I/We[1]

of

registered holder(s) of[2]

being the 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 Thursday, 17 May 2012 at 11:45 a.m. (or at any adjournment thereof) (the “ Meeting ”) as indicated below[4] .

		Against4
As ordinary resolutions10	For4
1.To receive and consider the audited consolidated financial statements and the reports of the directorsof the Company and independent auditors of the Company for the year ended 31 December 2011.
2.(a)(i)To re-elect Mr. Ou Yaping as a director of the Company.
(a)(ii)To re-elect Mr. Law Sze Lai as a director of the Company.
(a)(iii)To re-elect Dr. Xiang Bing 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-appoint Messrs. Deloitte Touche Tohmatsu as auditors of the Company and to authorise theboard of directors to fix the remuneration of the auditors of the Company.
4.(A)To grant a general mandate to the directors of the Company to repurchase shares of theCompany. (Ordinary Resolution No. 4(A) of the notice of the Meeting.)
(B)To grant a general mandate to the directors of the Company to issue shares of theCompany. (Ordinary Resolution No. 4(B) of the notice of the Meeting.)
(C)To extend the general mandate to issue shares granted to the directors of the Company tocover shares repurchased by the Company. (Ordinary Resolution No. 4(C) of the notice ofthe Meeting.)
5.To terminate the existing share option scheme adopted on 24 May 2002 and adopt the new shareoption scheme of the Company.

For[4] Against[4]

Dated

day of 2012 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.

• for identification purposes only