Phoenitron Holdings Limited — Proxy Solicitation & Information Statement 2011

Jan 31, 2011

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PHOENITRON HOLDINGS LIMITED 品創控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8066)

FORM OF PROXY

Form of proxy for use by shareholders at the extraordinary general meeting (the “Meeting”) of Phoenitron Holdings Limited (the “Company”) to be held at Unit 302, Seapower Centre, 73 Lei Muk Road, Kwai Chung, New Territories, Hong Kong, on 18 February 2011 at 10:00 a.m. and at any adjournment thereof.

I/We (note a) of being the registered holder(s) of (note b) shares of HK$0.02 each in the share capital of the Company hereby appoint the Chairman of the Meeting or of

to act as my/our proxy (note c) to attend and vote on my/our behalf at the Meeting of the Company to be held at Unit 302, Seapower Centre, 73 Lei Muk Road, Kwai Chung, New Territories, Hong Kong, on 18 February 2011 at 10:00 a.m. and at any adjournment thereof as hereunder indicated and, if no such indication is given, as my/our proxy thinks fit.

Please make a mark in the appropriate boxes to indicate how you wish your proxy to vote (note d) .

		Resolutions	For	Against
	(1) To approve, confirm and ratify the Underwriting Agreement, the Open Offer
	and the transactions contemplated thereby and to authorise any Directors to
	do all acts and things in connection with the Open Offer
Dated the		day of	2011
Shareholder’s signature (note h)
Notes:
a	Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.
b	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).
c	A proxy need not be a member of the Company. If you wish to appoint some		person other than the Chairman of the Meeting as	your proxy, please
	delete the words “the Chairman of the Meeting or” and insert the name and		address of the person appointed proxy in the space provided.
d	If you wish to vote for any of the resolutions set out above, please tick (“�”)		the boxes marked “For”. If you wish to vote against any resolutions,
	please tick (“�”) the boxes marked “Against”. If this form returned is duly signed but without specific direction on any of the proposed resolutions,
	the	proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution		there is no specific
	direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also			be entitled to vote
	at his discretion on any resolution properly put to the meeting other than those set out in the notice convening the meeting.
e	In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the meeting,
	whether in person or by proxy, that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding
	shall alone be entitled to vote in respect thereof.

f The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its Common Seal or under the hand of an officer or attorney so authorised.

g 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 must be deposited at the offices of the Company’s branch registrar and transfer office in Hong Kong, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting.

h Any alteration made to this form should be initialled by the person who signs the form.