International Genius Company — Proxy Solicitation & Information Statement 2010

Aug 9, 2010

Rainbow Brothers Holdings Limited 十友控股有限公司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 33)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING

I/We (note 1) of

being the registered shareholder(s) of (note 2) shares of HK$0.1 each in the share capital of Rainbow Brothers Holdings Limited (the “Company”), hereby appoint (note 3) the Chairman of the meeting

or

of

as my/our proxy to attend and vote for me/us on my/our behalf at the extraordinary general meeting of the Company to be held at 29/F Paul Y Centre, 51 Hung To Road, Kwun Tong, Hong Kong on Tuesday, 24 August 2010 at 3:00 p.m. and at any adjournment thereof on the undermentioned resolutions as indicated below or, if no such indication is given, as my/our proxy thinks fit.

	RESOLUTIONS	RESOLUTIONS	RESOLUTIONS	FOR(note 4)	FOR(note 4)	AGAINST(note 4)	AGAINST(note 4)
1.	(a) To apprincreaseshares ito HK$54,000 mCapital(b) To apprauthorisdiscretioor in coShare C	ove that the authorised share capital of the Company bed from HK$100 million divided into 1,000 million ordinaryn the capital of the Company of HK$0.10 each (each a “Share”)00 million divided into 5,000 million Shares by the creation ofillion additional new Shares (“Increase in Authorised Share”).ove that an one or more of the directors of the Coman be	rised share capital of the Company be
		y pyed to do all such acts and things as he/they may in his/theirn consider necessary, expedient or desirable for the purpose ofnnection with the implementation of the Increase in Authorisedapital.
2.	(a) To approve the agreement (the “Agreement”) dated 22 February 2010and entered into between the Company as purchaser, Market SpeedLimited (the “Vendor”) as vendor and Tong Nai Kan as guarantor inrelation to the sale and purchase of one share of US$1.00, being theentire issued share capital of, Market Season Limited at a considerationof HK$3,243,750,000 and the transactions contemplated thereunder beapproved, confirmed and ratified.(b) To approve the issue of convertible bonds (the “Convertible Bonds”)in the principal amount of HK$3,243,750,000 of the Company to theVendor in accordance with the Agreement be and is hereby approved;(c) To approve the allotment and the issue of the Conversion Shares fromtime to time upon the exercise of the conversion rights attached to theConvertible Bonds; and(d) To approve any one or more of the directors (the “Directors”) of theCompany to take all steps he/they consider necessary, desirable orexpedient for the purpose of, or in connection with, the implementationof and giving effect to the Agreement and the transactions contemplatedthereunder, including but not limited to the issue of the ConvertibleBonds, and issue and allotment of the Conversion Shares from timeto time upon exercise of the conversion rights under the ConvertibleBonds.	ove the agreement (the “Agreement”) dated 22 February 2010
		ered into between the Company as purchaser, Market Speed(the “Vendor”) as vendor and Tong Nai Kan as guarantor in
		p ,,, pyin accordance with the Agreement be and is hereby approved;ove the allotment and the issue of the Conversion Shares fromtime upon the exercise of the conversion rights attached to theible Bonds; and
		ove any one or more of the directors (the “Directors”) of they to take all steps he/they consider necessary, desirable ornt for the purpose of, or in connection with, the implementationiving effect to the Agreement and the transactions contemplateder, including but not limited to the issue of the Convertible
		and issue and allotment of the Conversion Shares from timeupon exercise of the conversion rights under the Convertible

Signature:

Date:

Notes:

1. Full name(s) and address(es) are 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 of the Meeting is preferred, please 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 initialed by the person(s) who signs it.

4. If you wish to vote for a resolution, tick in the box marked “For”. If you wish to vote against a resolution, tick in the box marked “Against”. If no direction is given, your proxy may 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 Meeting other than those referred to in the notice convening the Meeting.

5. This form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, must be either under its Common Seal or under the hand of an officer or attorney or other person duly authorised to sign the same.

6. 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 materially certified copy of such power or authority must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time of the meeting or any adjourned meeting.

7. In the case of joint registered holders of any shares, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint registered holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company.

8. A proxy need not be a member of the Company but must attend the relevant meeting in person to represent you.

* For identification purpose only