Innovax Holdings Limited — Proxy Solicitation & Information Statement 2011

Apr 28, 2011

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(Incorporated in Bermuda with limited liability)

(Stock code: 1201)

Form of proxy for use at the Annual General Meeting or any adjournment thereof

I/We[1]

of

being holder(s) of

[2] shares of HK$0.10 each in the capital of Kith Holdings Limited

(“the Company”) HEREBY APPOINT the Chairman of the Meeting[3] or of

as my/our proxy to act for me/us at the Annual General Meeting (or at any adjournment thereof) of the Company to be held at Alexandra Room, 2nd Floor, Mandarin Oriental, 5 Connaught Road Central, Hong Kong, on 3rd June, 2011 at 3:00 p.m. and in particular (but without limitation) at such meeting (or any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions set out in the notice concerning the said meeting as indicated below, or, if no such indication is given, as my/our proxy thinks fit.

		For4	Against4
1.	To review and consider the audit consolidated financial statements and the reports of the directors and auditors for the year ended 31st December, 2010.
2.	To declare a final dividend of HK8.4 cents per share for the year ended 31st December, 2010.
3.	To re-elect the following Directors:
	(i) Mr. Tam Yuk Sang, Sammy
	(ii) Mr. Wang Feng Wu
	(iii) Mr. Liu Kam Lung
	and to authorise the Board of Directors to fix the Directors’ remuneration.
4.	To re-appoint auditors and to authorise the Board of Directors to fix their remuneration.
5.	Special business: To grant a general mandate to the Board of Directors to allot issue and deal with additional shares in the Company, not exceeding 20% of the issued share capital of the Company as at the date of this Resolution.*
6.	Special business: To grant a general mandate to the Board of Directors to repurchase shares in the Company, not exceeding 10% of the issued share capital of the Company as at the date of this Resolution.*
7.	Special business: Conditional on the passing of Resolutions 5 and 6, to extend the general mandate granted by Resolution 5 by adding thereto the shares purchased pursuant to the general mandate granted by Resolution 6.

• The full text of the Resolutions is set out in the Notice of the Annual General Meeting which is included in the circular despatched to shareholders.

Signature[6] Dated

Notes:

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

2. Please insert the number of shares of registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all those 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 words “the Chairman of the Meeting” herein 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(S) WHO SIGN(S) IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK IN THE BOX MARKED “FOR” ALONGSIDE THE RELEVANT RESOLUTION. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK IN THE BOX MARKED “AGAINST” THE RELEVANT RESOLUTION. Failure to tick either box will entitle your proxy to cast your 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 that referred to in the notice convening the meeting.

5. In order 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 thereof, must be lodged with the Company’s branch share registrars in Hong Kong, Tricor Abacus Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting.

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

7. 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 holders, and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding.

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

9. Completion and deposit of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.

10. For identification purpose only