Silkwave Inc — Proxy Solicitation & Information Statement 2012

Apr 26, 2012

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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 Tuesday, 5 June 2012 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 Tuesday, 5 June 2012 at 3:30 p.m. or any adjournment thereof on the undermentioned resolutions as indicated, and, if no such indication is given, as my/our proxy thinks fit:

		For (Note 4)	Against (Note 4)
1.	To consider and adopt the audited financial statements together with theDirectors’ Report and Independent Auditors’ Report for the year ended 31December 2011.
2.	To re-elect Mr. NgYuk Fung,Peter as Director.
3.	To re-elect Ms. NgYuk Mui,Jessica as Director.
4.	To re-elect Mr. David Michael Norman as Director.
5.	To authorize the Board of Directors to fix the Directors’ remuneration.
6.	To re-appoint Messrs. Ernst & Young as Auditors and authorize the Board ofDirectors to fix their remuneration.
7(A).	Togive ageneral mandate to the Directors to issue new shares.
7(B).	Togive ageneral mandate to the Directors to repurchase shares.
7(C).	To extend the general mandate granted to the Directors to issue shares by thenumber of shares repurchased.
7(D).	To approve the adoption of New Share Option Scheme and the termination ofExistingShare Option Scheme.

		For (Note 4)	Against (Note 4)
1.	To consider and adopt the audited financial statements together with theDirectors’ Report and Independent Auditors’ Report for the year ended 31December 2011.
2.	To re-elect Mr. NgYuk Fung,Peter as Director.
3.	To re-elect Ms. NgYuk Mui,Jessica as Director.
4.	To re-elect Mr. David Michael Norman as Director.
5.	To authorize the Board of Directors to fix the Directors’ remuneration.
6.	To re-appoint Messrs. Ernst & Young as Auditors and authorize the Board ofDirectors to fix their remuneration.
7(A).	Togive ageneral mandate to the Directors to issue new shares.
7(B).	Togive ageneral mandate to the Directors to repurchase shares.
7(C).	To extend the general mandate granted to the Directors to issue shares by thenumber of shares repurchased.
7(D).	To approve the adoption of New Share Option Scheme and the termination ofExistingShare Option Scheme.

Dated this day of 2012 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 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 form must be initialed 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 the 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 together with power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority, must be deposited with 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 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.