Jiahua Stores Holdings Limited — Proxy Solicitation & Information Statement 2012

Feb 24, 2012

佳華百貨控股有限公司 Jiahua Stores Holdings Limited

(incorporated in the Cayman Islands with limited liability)

(stock code: 602)

Proxy form for use at the extraordinary general meeting to be held on Monday, 12 March 2012

I/We[1] , of[2] being the registered holder(s) of[3] share(s) (the “Shares”) of HK$0.01 each in the capital of Jiahua Stores Holdings Limited (the “Company”) hereby appoint[4] of

or failing him/her, the chairman of the meeting, to act as my/our proxy to vote for me/us and on my/our behalf at the extraordinary general meeting (the “EGM”) (or at any adjournment thereof) of the Company to be held at 3/F., Conference Room 1, The Capital Plaza Hotel, 1st Baomin Road, Baoan District, Shenzhen, the PRC on Monday, 12 March 2012 at 2:30 p.m., and to vote on my/our behalf as directed below or, if no such indication is given, as my/our proxy thinks fit.

	No	Resolution		For5	For5	For5	Against5	Against5	Against5
	1.	To consider and approve the terms of the Acquisition Agreement and the
		transactions contemplated thereunder (as defined and set out in the circular (the
		“Circular”) dated 24 February 2012 issued by the Company to its shareholders).

Signature(s)[6]

Notes:

1. Please insert your name(s) in full in BLOCK CAPITALS. The names of all joint holders should be stated.

2. Please insert your address(es) in BLOCK CAPITALS.

3. 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 capital of the Company registered in your name(s).

4. Please insert full name(s) and address(es) of the proxy desired in the space provided. A member who is the holder of two or more Shares may appoint more than one proxy to attend and vote on his behalf at the EGM provided that if more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE EGM WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY PERSON WHO SIGNS IT.

5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PLACE A “ ✔ ” IN THE RELEVANT BOX MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION, IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PLACE A “ ✔ ” IN THE RELEVANT BOX MARKED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION. Failure to complete the boxes will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

6. This form of proxy must be signed by you or your attorney duly authorized in writing or, if you are a corporation, must be executed either under the common seal or under the hand of an officer or attorney duly authorized.

7. To be valid, the form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of authority, must be deposited at the Company’s Hong Kong share registrar, Tricor Investor Services Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or adjournment thereof.

8. In case of joint holders of a Share, the vote of the person whose name stands first on the register of members in respect of such share shall be accepted to the exclusion of the vote(s) of the other joint holder(s).

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

10. Completion and return of this form of proxy will not preclude you from attending and voting at the EGM if you so wish and, in such event, this form of proxy shall be deemed to be revoked.