Jinchuan Group International Resources Co. Ltd — Proxy Solicitation & Information Statement 2007

Aug 10, 2007

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SIGNAL MEDIA AND COMMUNICATIONS HOLDINGS LIMITED

*****

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2362)

PROXY FORM

Form of proxy for use at the Extraordinary General Meeting (the “Meeting”) to be held at Suite 3604-05, One Exchange Square, 8 Connaught Place, Central, Hong Kong on Monday, 27 August 2007 at 10:00 a.m.

I/We, [(Note][1)]

of being the registered holder(s) of [(Note][2)] shares of HK$0.05 each in capital of Signal Media and Communications Holdings Limited (the “ Company ”), hereby appoint (Note 3) or failing him, the Chairman of the Meeting as my/our proxy to attend and vote for me/us and on my/our behalf at the Meeting to be held at Suite 3604-05, One Exchange Square, 8 Connaught Place, Central, Hong Kong on Monday, 27 August 2007 at 10:00 a.m. and at any adjournment thereof on the undermentioned resolution as indicated below or, if no such indication is given, as my/our proxy thinks fit.

	1.To approve the increase in authorised share capital of the Company
	2.To approve the Acquisition pursuant to the Share Purchase Agreement and thetransactions contemplated thereunder (including the allotment and issue of the GCCConsideration Shares and the issue of the Convertible Bonds)
	3.To approve the placing of 100,000,000 new Agreement		Shares pursuant to the First Subscription
	4.To approve the placing of 100,000,000 new SAgreement		hares pursuant to the Second Subscription
	5.To approve the placing of 200,000,000 new Agreement		Shares pursuant to the Third Subscription
	6.To approve the placing of 130,000,000 new SAgreement		hares pursuant to the Fourth Subscription
	7.To approve the placing of 125,000,000 new Agreement		Shares pursuant to the Fifth Subscription
	8.To approve the placing of 130,000,000 new Agreement		Shares pursuant to the Sixth Subscription
	9.To approve the placing of 216,000,000 new SAgreement		hares pursuant to the Seventh Subscription
	10.To approve the placing of 100,000,000 new SAgreement
	Dated this	day of

Shareholder’s signature [(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) Please insert the name of the proxy desired. If no name is inserted, the Chairman of the Meeting will act as your proxy. Any alteration made to this form of proxy must be initialled by the person(s) who signs it. Completion and delivery of the proxy form will not preclude you from attending and voting in person at the Meeting or the adjourned meeting. In the event that you attend the meeting or the adjourned meeting, this form of proxy will be deemed to be revoked.

• (4) IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (“�”) IN THE BOX SET OPPOSITE THAT RESOLUTION BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (“�”) IN THE BOX SET OPPOSITE THAT RESOLUTION BELOW THE BOX MARKED “AGAINST”. If no direction is given, your proxy will be entitled to cast your vote or abstain from voting at his/her/its discretion. Your proxy will also be entitled to vote at his/ her/its 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 executed either under its common seal or under the hand of an officer or attorney duly authorised to sign the same.

• (6) In the case of joint registered holders of any Shares, any one of such joint registered holders may vote at the Meeting, either in person or by proxy, in respect of such shares as if he/she/it were solely entitled thereto; but if more than one of such joint registered holders be present at the Meeting, either in person or by proxy, the vote of that one of them so present, either in person or by proxy, whose name stands first on the register of members in respect of such Shares shall be accepted to the exclusion of the votes of the other joint registered holder(s).

• (7) 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 notarially certified copy of such power or authority shall be deposited at the Hong Kong branch share registrar of the Company, Hong Kong Registrars Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting or any adjourned meeting.

• (8) A proxy need not be a member of the Company but must attend the Meeting in person to represent you.

• For identification purposes only