Silkwave Inc — Proxy Solicitation & Information Statement 2010

Apr 15, 2010

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SOUTH CHINA HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 265)

Proxy Form for use at the Annual General Meeting to be held on 18 May 2010 (or any adjournment thereof)

I/We [(Note 1)] of

being the registered holder(s) of [(Note 2)]

share(s) of HK$0.025 each in the share capital of South China Holdings Limited (the “Company”) hereby appoint the Chairman of the Meeting or [(Note 3)]

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at 28th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong on 18 May 2010 at 10:00 a.m. (or any adjournment thereof) on the undermentioned resolutions as indicated, and, if no such indication is given, as my/our proxy thinks fit:

	ORDINARY RESOLUTIONS	For(Note 4)	Against (Note 4)
1.	To consider and adopt the audited financial statements together with the Directors’ Report and the Independent Auditors’ Report for the year ended 31 December 2009.
2.	(i) To re-elect Mr. NgHungSangas Director.
	(ii) To re-elect Mr. David John Blackett as Director.
	(iii) To re-elect Mr. Richard Howard Gorges as Director.
	(iv) To authorise the Board of Directors to fix the Directors’ remuneration.
3.	To re-appoint Messrs. Ernst & Young as Auditors and authorise the Board of Directors to fix their remuneration.
4(A)	Togive ageneral mandate to the Directors to issue new shares.
4(B)	Togive ageneral mandate to the Directors to repurchase shares.
4(C)	To extend the general mandate granted to the Directors to issue shares bythe number of shares repurchased.

Dated this

day of ,2010 Signed [(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 proxy form will be deemed to relate to all the 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 Chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided. Any alteration made to this proxy form must be initialled by the person who signs it.

4. IMPORTANT: If you wish to vote for any resolution, tick the appropriate box(es) marked “ FOR ”. If you wish to vote against any resolution, tick the appropriate box(es) marked “ AGAINST ”. Failure to complete the box(es) will entitle your proxy to cast his votes at his discretion.

5. This proxy form 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 or other person duly authorised.

6. In case of joint shareholdings, any one of such persons may vote, either personally or by proxy in respect of such share, provided that if more than one of such joint holders be present at the meeting (or any adjournment thereof) personally or by proxy, the more senior shall alone be entitled to vote and for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register of members in respect of the joint holding.

7. In order to be valid, this proxy form and the 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 delivered at the Company’s share registrar, Union Registrars Limited at 18th Floor, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

8. The proxy need not be a member of the Company but must attend the Meeting (or any adjournment thereof) in person to represent you.

9. Completion and return of this proxy form will not preclude you from attending and voting in person at the Meeting (or any adjournment thereof) if you wish to do so. In that event, this proxy form will be deemed to have been revoked.