Honbridge Holdings Limited — Proxy Solicitation & Information Statement 2010

Feb 23, 2010

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HONBRIDGE HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8137)

PROXY FORM FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 15 MARCH 2010 (OR ANY ADJOURNMENT THEREOF)

I/We (Note 1)

of

being the registered holder(s) of (Note 2) share(s) of HK$0.001 each in the share capital of Honbridge Holdings Limited (the “Company”) hereby appoint the Chairman of the Meeting or (Note 3) of

as my/our proxy to attend and vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held at Suite 2703, 27th Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong on Monday, 15 March 2010 at 10:30 a.m. (or any adjournment thereof) on the undermentioned resolutions as indicated, and, if no such indication is given, as my/our proxy thinks fit:

		RESOLUTIONSFor (Note 4)Against (Note 4)(a)To approve, confirm and ratify the Equity TransferAgreement;(b)To approve the allotment and issue of 600,000,000 Shares ofHK$0.001 each at an issue price of HK$0.80 per Share to BPLin accordance with the Equity Transfer Agreement;(c)To approve the issue of the zero coupon HK$400,000,000irredeemable convertible note due in 2014 (the “CN”) by theCompany to BPL in accordance with the Equity TransferAgreement;(d)To approve the allotment and issue of 400,000,000 Shares ofHK$0.001 each upon the conversion of the CN in accordancewith the Equity Transfer Agreement; and(e)To authorise the Directors to execute all documents incidentalto the Equity Transfer Agreement.To grant the New General Mandate authorising the Directors to allotand issue new shares of the Company.To refresh the New Scheme Mandate Limit of the Share OptionScheme.
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Dated this

day of , 2010 Signed (Note 5) :

Notes:

1. Full name(s) and address(es) to be inserted in the BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s). If no number is inserted, this form will be deemed to relate to all the shares in the Company registered in your name(s).

3. If any proxy other than the Chairman of the Meeting is preferred, strike out “the Chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided. Any alteration made to this form must be initialled by the person who signs it.

4. IMPORTANT: If you wish to vote for any resolutions, tick the appropriate boxes marked “FOR”. If you wish to vote against any resolutions, tick the appropriate boxes marked “AGAINST”. Failure to complete the boxes will entitle your proxy to cast his votes at his discretion.

5. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be executed either under its common seal or under the hand of an officer or attorney or other person duly authorised.

6. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in persons or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s) 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, the first named being the senior.

7. To be valid, this proxy form and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Company’s Share Registrar, Union Registrars Limited at 18th Floor, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Meeting (or any adjournment thereof).

8. The proxy need not be a member of the Company but must attend the Meeting (or any adjournment thereof) in person to represent you.

9. Completion and return of this form will not preclude you from attending and voting in person at the Meeting (or any adjournment thereof) if you wish to do so.