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Litu Holdings Limited Proxy Solicitation & Information Statement 2011

Mar 28, 2011

49624_rns_2011-03-27_695a675c-d4a9-4f8b-ba11-28d64ba622a4.pdf

Proxy Solicitation & Information Statement

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CT HOLDINGS (INTERNATIONAL) LIMITED 詩天控股(國際)有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 1008)

Form of Proxy for use at the First Extraordinary General Meeting to be convened on Thursday, 14 April 2011 (‘‘First EGM’’) (or any adjournment thereof)

I/We [(Note][1)] of being the registered holder(s) of [(Note][2)] shares of HK$0.01 each (the “ Share ”) in the Holdings (International) Limited (the “ Company ”), hereby appoint the Chairman of the First EGM or [(Note][3)] of

shares of HK$0.01 each (the “ Share ”) in the issued capital of CT

as my/our proxy [(Note][4)] to act for me/us at the First EGM (and at any adjournment thereof) of the Company to be held at Sportful Garden Restaurant, Shop No. 312, 3rd Floor, Nina Tower, 8 Yeung Uk Road, Tsuen Wan, New Territories, Hong Kong on Thursday, 14 April 2011 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the resolution set out in the notice convening the First EGM and at the First EGM, and at any adjournment thereof, to vote for me/us in my/our name(s) as indicated below in respect of such resolution and, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS
FOR (Note 5)
ORDINARY RESOLUTIONS
FOR (Note 5)
ORDINARY RESOLUTIONS
FOR (Note 5)
ORDINARY RESOLUTIONS
FOR (Note 5)
1.
To approve the sale and purchase agreement dated 29 December 2010 (as
supplemented) in relation to the acquisition of the entire issued share
capital of Brilliant Circle Holdings International Limited and the
transactions contemplated thereunder, including the provision of financial
assistance to a connected person upon completion
2.
To approve the master sales agreement dated 28 December 2010 in relation
to the sales of cigarette packages and related services for each of the three
years ending 31 December 2013, including the related annual caps
Signed this day of 2011.
Shareholders’ signature_(Notes 7 & 8)_:

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint holders should be stated. 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 such Shares registered in your name(s).

  2. Please 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 who signs it. If no name is inserted, the duly appointed Chairman of the First EGM will set as your proxy.

  3. A proxy need not be a member of the company. If you wish to appoint some person other than the Chairman of the First EGM as your proxy, please delete the words ‘‘the Chairman of the First EGM or’’ and insert the name and address of the person appointed proxy in the space provided.

  4. IMPORTANT: If you wish to vote for or against the resolution, please place a “√” in the box marked ‘‘FOR’’ or the box marked ‘‘AGAINST’’ as appropriate. Failure to complete a box will entitle your proxy to cast your vote(s) or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the EGM other than that referred to in the notice convening the First EGM.

  5. The full text of these resolutions appear in the notice of the First EGM dated 28 March 2011.

  6. 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 either under its seal or under the hand of an officer or attorney duly authorised to sign the same.

  7. Where there are joint registered holders of any Share, any one of such joint holders may vote at the First EGM, either in person or by proxy, in respect of such Shares as if he were solely entitled thereto, but if more than one of such joint holders are present at the First EGM in person or by proxy, then one of the said persons so present whose name stands first on the register of members in respect of such Shares shall alone be entitled to vote in respect thereof.

  8. In order to be valid, this form of proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of such power of attorney or authority, must be deposited at the transfer office of the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the First EGM or any adjournment thereof. Completion and return of this form of proxy will not preclude you from attending and voting in person at the First EGM or any adjournment thereof should you so wish.