Kin Shing Holdings Limited — Proxy Solicitation & Information Statement 2011

Apr 19, 2011

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 698)

PROXY FORM

Form of proxy for use by shareholders at the annual general meeting (the ‘‘Meeting’’) to be convened at the Board Room of Dynasty Club at 7th Floor of South West Tower, Convention Plaza, No. 1 Harbour Road, Wanchai, Hong Kong on Wednesday, 1st June, 2011 at 11:00 a.m.

I/We (note 1)

of

being the registered holder(s) of

(note 2)

shares of HK$0.01 each in the capital of Tongda Group Holdings Limited (the ‘‘Company’’) HEREBY APPOINT the Chairman of the Meeting, or failing him

of

to act as my/our proxy (note 3) to act for me/us at the Meeting (or at any adjournment thereof) of the Company to be held at the Board Room of Dynasty Club at 7th Floor of South West Tower, Convention Plaza, No. 1 Harbour Road, Wanchai, Hong Kong, on Wednesday, 1st June, 2011, at 11:00 a.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 convening the Meeting as in such manner indicated below, or, if no such indication is given, as my/our proxy thinks fit.

Please make a mark in the appropriate boxes to indicate how your vote(s) to be cast (note 4):

Please make a mark in the appropriate boxes to indicate how your vote(s) to be cast (note 4):	Please make a mark in the appropriate boxes to indicate how your vote(s) to be cast (note 4):
			Against
ORDINARY RESOLUTIONS		For	Against
1.	To receive and consider the audited accounts and the reports of the directors and auditorsfor the year ended 31st December, 2010.
2.	(a)To re-elect Mr. Wang Ya Nan as an executive director of the Company;
	(b)To re-elect Mr. Wang Ming Che as an executive director of the Company;
	(c)To re-elect Mr. Ting Leung Huel Stephen as an independent non-executivedirector of the Company;
	(d)To authorise the Board of Directors to determine the remuneration of theDirectors.
3.	To re-appoint the Company’s auditors and to authorise the board of directors to determinetheir remuneration.
4.	To declare and approve a final dividend of HK1 cent per Share and a special dividend ofHK0.2 cent per Share for the year ended 31st December, 2010.
5.	(A)To grant an unconditional mandate to the directors to issue and allot additionalshares not exceeding 20% of the issued share capital of the Company.
	(B)To grant an unconditional mandate to the directors to repurchase the shares of theCompany not exceeding 10% of the issued share capital of the Company.
	(C)To extend the mandate granted under resolution No. 5(A) by including the numberof shares repurchased by the Company pursuant to resolution No. 5(B).

Dated:

Signature:

(notes 5–10)

Notes:

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

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:AGAINST A RESOLUTION,IF YOU WISHTICKTO VOTE(P) INFORTHEABOXRESOLUTION,MARKED ‘‘TICKAGAINST(P) ’’INTHETHERELEVANTBOX MARKEDRESOLUTION.‘‘FOR’’ ALONGSIDEFailure to tickTHEeitherRELEVANTbox will entitleRESOLUTION.your proxyIF toYOUcast WISHyour votesTO VOTEat 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. CompanyIn order to’s branchbe valid,sharethisregistrarsform of proxy,in HongtogetherKong, withUniontheRegistrarspower ofLimited,attorneyator18/F,otherFookauthorityLee Commercial(if any) underCentre,whichTownit is Place,signed33orLockharta notariallyRoad,certifiedWanchai,copyHongthereof,Kongmustnot belesslodgedthan 48withhoursthe before the time appointed for the holding of the Meeting or any adjournment thereof.

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 member 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 the purpose of ascertaining entitlement to the final dividend and special dividend, the register the register of members of the Company will be closed from 26th May, 2011 to 1st June, 2011 (bothshare transfersdays inclusive),accompaniedduringbywhichthe relevantperiod nosharetransfercertificatesof sharesmustwillbebelodgedeffected.withIntheorderCompanyto qualify’s sharefor theregistrarproposedand transferfinal dividendoffice inandHongspecialKong,dividendUnionforRegistrarsthe year Limitedended 31stat 18thDecember,Floor, Fook2010,Leeall Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, for registration not later than 4:00 p.m. on 25th May, 2011.