Huscoke Holdings Limited — Proxy Solicitation & Information Statement 2007

Apr 30, 2007

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 363)

Form of Proxy for use at the Annual General Meeting to be held on 30th May 2007

I/We (Note 1)

of

being the registered holder(s) of

shares (Note 2) of HK$0.10 each in the

share capital of Shanghai Industrial Holdings Limited (“the Company”) HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 3) or

of

as my/our proxy to vote and act for me/us at the Annual General Meeting (and at any adjournment thereof) of the Company to be held at the Conference Room of the Company at 26th Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong on Wednesday, 30th May 2007 at 3:00 p.m. for the purpose of considering and, if thought fi t, passing the Resolutions set out in the Notice convening the said Meeting and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the Resolutions as indicated below (Note 4) .

• Resolutions For Against

• 1. To adopt the audited consolidated Financial Statements and the Reports of the Directors and the Auditor for the year ended 31st December 2006.
• 1. To declare a fi nal dividend. 3. a. To re-elect Mr. Qu Ding as Director. b. To re-elect Mr. Lu Ming Fang as Director. c. To re-elect Mr. Yao Fang as Director. d. To re-elect Mr. Tang Jun as Director. e.

1. To re-appoint Messrs. Deloitte Touche Tohmatsu as Auditor and to authorise the

2. To give a general mandate to the Directors to repurchase shares not exceeding 10% of the aggregate nominal amount of the existing issued share capital.

• 6 To give a general mandate to the Directors to allot, issue and deal with shares not exceeding 20% of the existing issued share capital.

1. To extend the general mandate granted to the Directors to issue shares by the number of shares repurchased.

Date this	day of	2007	Signed:
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 Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, strike out “THE CHAIRMAN OF THE MEETING” here inserted and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST”. Failure to complete any or all the boxes will entitle your proxy to cast his votes 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 must be either executed under its common seal or under the hand of an offi cer or attorney duly authorised.

6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose, seniority will be determined by the order in which the names stand in the Register of Members.

7. To be valid, this form of proxy together with the power of attorney or other authority under which it is signed or a notarially certifi ed copy thereof, must be deposited at the registered offi ce of the Company at 26th Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time for holding the Meeting or adjourned meeting(s) or poll (as the case may be).

8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish, in such event, the instrument appointing a proxy shall be deemed to be revoked.

10. This form of proxy is also available for viewing on The Stock Exchange of Hong Kong Limited's website at http://www.hkex.com.hk and the Company’s wesbite at http://www.sihl.com.hk.