Innovax Holdings Limited — Proxy Solicitation & Information Statement 2014

Jun 6, 2014

(PROVISIONAL LIQUIDATORS APPOINTED)

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（已委任臨時清盤人）

(Incorporated in Bermuda with limited liability) (Stock code: 1201)

Proxy Form for use at the Special General Meeting (the “Meeting”) to be held on Friday, 27 June 2014

I/We [note 1] of

being the registered holder(s) of [note 2] shares of HK$0.10 each in the capital of KITH HOLDINGS LIMITED (PROVISIONAL LIQUIDATORS APPOINTED) (the “ Company ”), HEREBY APPOINT the Chairman of the Meeting [note 3] , or

shares of HK$0.10 each in the capital of

as my/our proxy to attend for me/us and on

of

my/our behalf at the Special General Meeting (or at any adjournment thereof) of the Company to be held at The Auditorium, 1/F., Duke of Windsor Social Service Building, No. 15 Hennessy Road, Wanchai, Hong Kong on Friday, 27 June 2014 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting and at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	FORnote 4	AGAINST note 4
1.	To set the minimum number of directors of the Companyat 2.
2.	To remove with immediate effect Mr. Hui King Chun Andrew as executive director of theCompany.
3.	To remove with immediate effect Mr. Hui Bin Longas executive director of the Company.
4.	To remove with immediate effect all directors of the Company that may be appointed after thedate of the Requisition Notice upto and includingthe time immediatelybefore the Meeting:
5.	(i)to set the maximum number of directors of the Company at a number equal to two timesthe maximum number of directors of the Company previously set by the Company, plustwo;or
	(ii)if no such maximum number of directors of the Company has been previously set, to setthe maximum number of directors of the Company at a number equal to two times thenumber of directors in office immediately before the removal of any or all director(s) ofthe Company pursuant to resolutions(2), (3)and(4)aboveplus two.
6(a).	To appoint the followingindividuals with immediate effect:
	(i)Ms. ChengHungMui(鄭紅梅)as executive director of the Company.
	(ii)Mr. ZhangXiaofeng (張曉峰)as executive director of the Company.
	(iii)Mr. LiuQingchang (劉清長)as executive director of the Company.
	(iv)Mr. Wei Ren(韋韌)as executive director of the Company.
	(v)Mr. Liu Shihong (劉世紅)as executive director of the Company.
	(vi)Mr. Guo Min(苟敏)as non-executive director of the Company.
	(vii)Ms. Connie Xiaohua Zhangas non-executive director of the Company.
	(viii)Mr. Lai Canhui(賴燦輝)as independent non-executive director of the Company.
	(ix)Mr. Ho Chun Chung, Patrick (何振琮) as independent non-executive director of theCompany.
6(b).	To appoint such other persons (if any) as may be proposed by Double Key InternationalLimited, the names of which will be provided by Double Key International Limited to theCompany not later than the time required by the Bye-Laws, for election as additional directorsof the Company in accordance with the Bye-Laws as additional directors of the Company withimmediate effect.
7.	To authorise the board of directors of the Companyto fix the directors’ remuneration.
8.	To fix the maximum number of directors of the Company at such number of directors holdingoffice at the close of the Meeting, including such directors as may be appointed at the Meeting,which shall override the maximum number of directors as fixed pursuant to resolutions (5)(i)and(ii)above.

Signature(s) [note 5] : Date:

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.

2. Please insert the number of shares of the Company registered in your name(s). If no number is inserted, this proxy form 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 is preferred, please 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 PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PUT A TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PUT A TICK IN THE BOX MARKED “AGAINST”. Failure to do so will entitle your proxy to vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the said meeting other than those referred to in the notice convening the meeting.

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

6. All resolutions will be put to vote by way of poll at the meeting. Every member of the Company present in person (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have one vote for every fully paid share of which he/she/it is the holder. A person entitled to more than one vote on a poll need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, please state the relevant number of shares in the appropriate box(es) above.

7. To be valid, this proxy form together with any power of attorney or other authority (if any) under which it is signed, or a certified copy thereof must be deposited at the Company’s share registrar and transfer office in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding of the meeting.

8. In the case of joint holders the vote of a senior who tenders and 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.

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

* for identification purposes only