Huscoke Holdings Limited — Proxy Solicitation & Information Statement 2008

Aug 14, 2008

(Incorporated in Hong Kong with limited liability)

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(Stock Code: 363)

Form of Proxy for use at the Extraordinary General Meeting to be held on 8th September 2008

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 Extraordinary General Meeting (and at any adjournment thereof) of the Company to be held at the Conference Room of the Company, 26th Floor, Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong on Monday, 8th September 2008 at 3:00 p.m. for the purpose of considering and, if thought fit, 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	Against	Against
	1.	Toapprove,confirmand/orratifytheAmended	Hotel	Acquisition
		Agreement (as defined in the circular of the Company	referred to in the
		Notice convening the Extraordinary General Meeting).
	2.	To approve, confirm and/or ratify the Amended Road	Bridge	Acquisition
		Agreement (as defined in the circular of the Company	referred to in the
		Notice convening the Extraordinary General Meeting).

Dated this day of 2008 Signed (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 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 officer 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 certified copy thereof, must be deposited at the registered office 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 Extraordinary 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 and downloading on the HKExnews website of The Stock Exchange of Hong Kong Limited’s website at www.hkexnews.hk and the Company’s wesbite at www.sihl.com.hk.