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Hopefluent Group Holdings Limited Proxy Solicitation & Information Statement 2008

Jul 30, 2008

49433_rns_2008-07-30_c79e68ac-4645-4aaf-a1a4-ffcbaeb6f46c.pdf

Proxy Solicitation & Information Statement

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(Incorporated in Bermuda with limited liability)

(Stock code: 372)

Form of proxy for use at the Annual General Meeting to be held on Tuesday, 30th September, 2008 at 11:00 a.m.

I/We (Note 1)

of

(Note 2)

being the registered holder(s) of

being the registered holder(s) of ordinary shares of HK$0.10 each in the share capital of ITC CORPORATION LIMITED (the “Company”), hereby appoint (Note 3) the Chairman of the Meeting or failing him,

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at B27, Basement, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong on Tuesday, 30th September, 2008 at 11:00 a.m. and at any adjournment thereof on the undermentioned resolutions as hereunder indicated (Note 4) :

ORDINARY RESOLUTIONS

FOR (Note 4) AGAINST (Note 4)

  1. To receive and consider the audited financial statements and the reports of the Directors and the independent auditor for the year ended 31st March, 2008.

  2. To declare the final dividend for the year ended 31st March, 2008.

  3. (a) (i) To re-elect Mr. Chan Kwok Chuen, Augustine as a Director. (ii) To re-elect Mr. Cheung Hon Kit as a Director. (iii) To re-elect Mr. Shek Lai Him, Abraham as a Director.

  • (b) To fix the Directors’ remuneration.

    1. To re-appoint auditors and to authorise the Board of Directors to fix their remuneration.
  1. (A) To cancel unissued preference shares and increase the authorised share capital of the Company.

(B) To approve the refreshment of the 10% limit on grant of options under the share option scheme.

(C) To grant an unconditional mandate to the Directors to issue the Company’s shares.

(D) To grant an unconditional mandate to the Directors to repurchase the Company’s own shares.

(E) To extend the share issue mandate granted to the Directors.

Dated this day of 2008.

Signature (Note 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 of the Company registered in your name(s).

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

  4. Please indicate with a “✓” in the appropriate space beside each resolution how you wish the proxy to vote on your behalf. If this form of proxy is returned duly signed, but without any indication as to how your proxy should vote, the proxy may vote for or against the resolution or may abstain at his discretion.

  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 be either under its common seal or under the hand of an officer or attorney duly authorised.

  6. In the case of 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 shares as if he were solely entitled thereto, but if more than one of such joint holders is present at the Meeting, personally or by proxy, that one of the said persons so present whose name stands first on the Register of Members of the Company in respect of such shares 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 deposited at the principal place of business of the Company in Hong Kong at 30th Floor, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjourned meeting (as the case may be) at which the person named in the instrument proposes to vote.

  8. The proxy need not be a shareholder of the Company.

  9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting (or any adjourned meeting) or upon the poll concerned and, in such event, this form of proxy shall be deemed to be revoked.