Shui On Land Limited — Proxy Solicitation & Information Statement 2009

Jan 29, 2009

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FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING ON THURSDAY, 26 FEBRUARY 2009 (OR AS SOON THEREAFTER AS THE COURT MEETING (AS DEFINED BELOW) SHALL HAVE CONCLUDED OR ADJOURNED) (OR AT ANY ADJOURNMENT THEREOF)

For use at the Extraordinary General Meeting (or at any adjournment thereof) of the holders of ordinary shares of HK$0.10 each in the capital of Natural Beauty Bio-Technology Limited (the “Company”)

I/We[1]

of

being the registered holder(s) of[2] ordinary shares of HK$0.10 each in the capital of the Company HEREBY APPOINT the Chairman of the Extraordinary General Meeting or[3] of

as my/our proxy to attend and act for me/us and on my/our behalf at the Extraordinary General Meeting of the holders of ordinary shares of HK$0.10 each in the capital of the Company (or at any adjournment thereof) to be held at Room 105–106, Hoi Yat Heen, 3/F Harbour Plaza North Point, 665 King’s Road, North Point, Hong Kong on Thursday, 26 February 2009 at 11:30 a.m. (Hong Kong time) (or as soon thereafter as the meeting of certain holders of ordinary shares of HK$0.10 each in the capital of the Company convened by direction of the Grand Court of the Cayman Islands for the same day and place shall have been concluded or adjourned (the “Court Meeting”)), for the purpose of considering and, if thought fit, passing the Special Resolution set out in the notice dated 30 January 2009 (the “Notice”) convening the Extraordinary General Meeting and at such Extraordinary General Meeting to vote for me/us and in my/our name(s) in respect of the Special Resolution as hereunder indicated, and if no such indication is given, as my/our proxy thinks fit.

				FOR4	AGAINST4	AGAINST4	AGAINST4
**SPECIAL **		RESOLUTION

SPECIAL RESOLUTION

Dated this day of 2009 Signature(s)[5]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of ordinary shares of HK$0.10 each in the capital of the Company registered in your name(s) and to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all of such shares in the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman of the Extraordinary General Meeting is preferred, please strike out the words “the Chairman of the Extraordinary General Meeting or” and insert the name and address of the proxy desired in the space provided. You are entitled to appoint one or more proxies (who must be an individual) to attend and vote in your stead. Your proxy need not be a member of the Company, but must attend the Extraordinary General Meeting in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE SPECIAL RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE SPECIAL RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Extraordinary General Meeting other than that referred to in the Notice or abstain.

5. This form of proxy must be signed by you or your attorney authorised in writing or, in the case of a corporation, under its common seal or under the hand of an officer, attorney or other person duly authorised.

6. In order 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 with Hong Kong Registrars Limited, the share registrar of the Company, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not later than 11:30 a.m. on 24 February 2009 (or such later time and date as may be announced) at which the person named in this form of proxy proposes to vote, and, in default, this form of proxy shall not be treated as valid, provided always that the Chairman of the Extraordinary General Meeting may at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited upon receipt of a telex or cable or facsimile confirmation from the appointer that the instrument of proxy, duly signed, is in the course of transmission to the Company. Completion and delivery of this form of proxy will not preclude you from attending the Extraordinary General Meeting and voting in person at the Extraordinary General Meeting if you so wish, but in the event of your attending the Extraordinary General Meeting after having lodged this form of proxy, this form of proxy will be deemed to have been revoked.

7. Where there are joint registered holders of any share(s) in the Company, any one of such joint holders may vote at the Extraordinary General Meeting, either personally or by proxy, in respect of such share(s) as if he were solely entitled thereto. But if more than one of such joint holders are present at the Extraordinary General Meeting personally or by proxy, the most senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority will be determined by reference to the order in which the names of the joint holders stand on the register of members of the Company in respect of the relevant joint holding.